Avengers: Evolution
by L-Dog Z
Summary: Part 10: As the Avengers recover from recent events, Loki begins putting the final touches on his plan. With HYDRA now swearing loyalty to him, and now an army of supervillains following his command, he gets ready to take the fight to them. And so, to fight the Earth's Mightiest Heroes, he assembles the Masters of Evil.
1. Assemble

Hey there! Well, let me do what I do whenever I write a new story. This was originally going to be an entire anthology series about Marvel Superheroes remade into the X-Men Evolution Universe. However, as it evolved (No, this pun was completely intended), I'm gong to go with making it the Avengers in my version of the Evolution Universe.

While it starts off focusing primarily on the first Avengers I became familiar with, it will, ideally, expand until it has a huge rotating cast, primarily fitted into several teams. There's a huge potential roster of characters, and while I like the MCU, it kinda bugs me that its lead to Marvel, at least outside the comics, to only focus on the six from the first film (and also why I find the 'ugh, another Avenger team?' criticism concerning current Marvel books unfair; while it'd be a lot better if they didn't have so many overlapping characters per team, having several books covering the whole Avengers roster is pretty neat, and I hope Marvel straighten it out a bit so that everyone has a book to read where their favourite members are featured).

At first I wasn't sure how to start it. I was thinking along the lines of origin stories, but I'd had an idea for a chapter for my X-Men Evolution story to boost the Avengers cast. Since I was making this, I decided to do what I did with my X-Men story: Get right into the action, origin stories later.

Hopefully, you'll like this, don't really know.

...

Prologue-

Its the dawn of a new era. An era of Marvels.

Several years ago, it became known to a select few that there were people, extraordinary people, who were capable of great, exciting, amazing things. Be in the result of freak accidents, scientific anomalies, dabbles in mysticism, or a genetic birthright that could potentially change the understanding of evolution itself, the world was introduces to people who went beyond the common understanding of human capabilities. Eventually, this information became public, as some had chose to use these abilities for purposes, be they villainous, or heroic, that shoved them into the spotlight.

Mutants. Menaces. Fantastic beings. Freaks. There's many names for these people, but to those willing to cut past and embrace the unbelievable, these people are superhuman, and they're here now.

And, the Strategic Homeland, Intervention, Enforcement, and Logistics Department, also known as SHIELD, has been entrusted by the governing bodies of the democratic world to police and process these superhumans. Director Nicholas Fury, however, believes these people are capable of great things, and does not wish to register them like living weapons. He believes, with the right push, they can defend the free world. And so, SHIELD has taken to recruiting these individuals.

The X-Men, mutants who defend a world that hates and fears them, have proven that uniting as one can fight off living Apocalypses, but while SHIELD entrusts these brave young men and women (and the one really old guy with claws and a funny smell), they need something bigger. A team that can handle any threat, big or small, not just relating to troubled misfits but anything from a runaway monster to an invading alien force. A team who won't stand while superhuman villains and criminals pray on the helpless, who won't let sins go unaveners. They want to unite the World's Mightiest Heroes.

And to do so, they need to find those who'd be willing to be part of a group like that.

**A.S.S.E.M.B.L.E.**

"For the purpose of record, this interview is recorded." Nick Fury reads as he looks over the file handed to him. His grey hair kept shortly cut with his left eye covered by the ever present eye patch. "This interview concerns applied membership for SHIELD's Super Human Response Initiative, name currently pending; interviewee's name, Barton. Clint. Codename, Hawkeye; who comes up with these names?"

Agent Clint Barton sits in the chair opposite, looking at the wall behind him while scratching his blond haired head.

"SHIELD agent ranked Lieutenant, security level 5; trained with Agent Coulson, and have quickly risen up the ranks. You've served with both Iron Man and Captain America, who both recommended you highly, where you showed your skills and talents. You've also worked with Black Widow, AKA Natasha Romanoff, and Mockingbird, Agent Barbara Morse, both who've also recommended you."

So far, so good; Steve and Tony seemed pretty up for working with him, and Nat and Bobbi are unlikely to give him a bad recommendation; given Fury's strong trust in those four, this should go well...

"But, you also have a criminal record including car jacking, petty theft, breaking and entering, and...Patricide?"

...Or not. Great, another rejection. Realizing he's just going to be rejected again, he starts playing with a rubber band and a penny, not caring any more. He looks behind Fury, noticing the wall picture with a small line on it, resembling from a certain perspective a penny slot for a piggy bank.

"...And your skill set isn't any different from any other agent. While your aim is unmatched, all your other skills are on level with any other SHIELD agent, all of whom lack your criminal record. Hell, Morse outranks you in half of these, and Romanoff."

He holds the rubber band in his hand like a small bow, with the penny placed so that it's pulling the band back. He pulls it back further, holding it in position.

"This Initiative is designed for superhuman individuals; even if you're a good shot, what makes you think you're special enough for this initiative?" Fury asks him, an honest question overall.

In response, Clint just looks him in the eye before releasing the penny from his grip. It flies just past Fury's head, cutting one of the strings for his eye patch as it does, hitting into the picture with enough force to break the glass and lodge into the small line, perfectly stuck, with no extra space taken up.

"Huh." Fury turns back, looking at the lodged penny.

"Pretty badass eh?" Clint speaks up, smirking a bit.

"Your report does not do your skills justice." Fury muses, laughing a little, as he takes out a spare eye patch.

"Lets cut the crap for a second, Director." Clint starts, losing the slightly smug attitude before. "I ain't a mutant, or a god, or anything special. I'm a guy who does one thing, and that's shoot stuff. And, I'm pretty good at it. But, I've been in SHIELD two years now, and mostly its just been guarding scientists or taking down small terror cells. I want more than that. I want to help people, I want to deal with the bigger picture.; yeah, I've done crap before, I'm not a perfect saint, but I want to prove I'm more than that. That penny trick? That's nothing, you've seen me with a rifle, you've seen me with a bow, and I sure bet that Thor can't fire the way I do. Gimme a shot, and I'll dazzle you."

"You been practising that speech?"

"Every night for the past fortnight."

"I can tell; and I can also tell that you want in on this thing now, and honestly, it'd be stupid of me to not give you it." Fury states, standing up. "For now, we're still putting together the whole team, and there's going to be names that won't make the final cut. But, I can tell you, you're definitely going in the hat. But you want to stay in there, you've gotta prove yourself."

"Couldn't have asked for more." Clint nods, standing up to shake his hand.

...

An alarm clock buzzes inside a small bedroom, as its owner wakes up, shutting it off, moving his naked bed friend and getting up. The man gets up, rubbing his light brownish-blond hair.

He slips on a dress shirt and a pair of atom printed boxers, moving out of the bedroom, before he sits before a TV, eating a bowl of cereal. He watches Animal Planet, his favourite channel, with a documentary about ants, his favourite animal, while his bed partner walks past, half asleep, having just pulled on a yellow shirt over yellow and black striped underwear with her short brown hair a mess. She walks to his kitchen, opening the fridge and leaning over to look around. He briefly glances in her direction, checking her out a little.

To most, they could be any other couple, just two young, reasonably attractive New Yorkers waking up in the morning to get ready for work, but they're not. The man is Dr Henry Pym, a scientific genius famous for his wide range of PhDs, all earned before he even turned 25, and infamous for his many public bankruptcies and failures, while his girlfriend is Janet Van Dyne, the only daughter of the recently deceased Vernon Van Dyne -who happened to be Hank's boss- and a socialite known for her charity work and her avid social life.

What neither are known for, however, is Pym's current R&D projects, or Jan's status as a mutant with insectoid powers.

She notices him glancing at her every so often, smiling to herself.

"See something you like?" She asks, looking up at him.

"Oh, er. Nothing, just, your..."

"My butt?" She smirks, laughing when he blushes like a small child.

"No, I swear! Just, em, the, just the, pattern on your underwear reminds me of bees. Interesting choice, they're a lot like ants. They're organized, and serve a queen. They..."

"Hey, Hank, didn't want a lecture. Besides, I'm not a bee, if anything I'm a wasp. Wasps are cooler." She goes back to looking at the fridge, taking out a carton of milk. "And if you like ants so much, do what I did and get a pair of ant printed undies."

"They're in the laundry." He replies, resulting in a laugh. He may be the dorkiest guy she knows, but Henry Pym is funny when he wants to be.

"So, when's this meeting with my new boss?" he asks, changing the subject. "I kinda need to know, since if its at ten I only have three hours to get a shower and drive there. But if its earlier, I might have to skip a shower and smell like sweat all day. But if its later than ten, I'll have..."

"Its at eleven, and relax. Just because your job is on the line here doesn't mean you have to worry. I grew up with Andreas, he's not going to fire you."

Today is a day Henry Pym has been dreading. Since the death of Vernon, Janet has struggled to manage the empire he left behind, and so has taken to selling the company to old friends and business partners of Vernon's, Fenris Corp, and its owners, Andreas, and Andrea Strucker.

And with that, comes the hard decision of which departments to keep and what to liquidate. And Hank's department is one that's facing this decision today.

"But they're cutting half my department. If they don't think what I've built is worth the money, I'm canned."

"You developed a machine to make ants do your bidding, and a formula to change mass. Andreas is a little blank, but he's not an idiot. And there's the jet pack."

"A jetpack that only works when it wants to."

"You'll fix the 'only works when it wants to' part when they keep you on board to do it." She tells him, as she drinks the rest of the carton, dumps it in a dustbin, before slipping on a skirt, shoes, and a jacket, and kneeling down to face him. "Now, I'm ghonna go home. At eleven, I'll go to the office, talk to the new board of directors, and convince them to keep you. Now, bye." She smiles, kissing him on the cheek as she leaves.

She thinks it should be easy, but this isn't the first time Hank's faced a board of directors decidig if he's worth keeping on board. And since the last big project lead to his prized AI program turning into a monster that nearly killed a lot of people, he's not had the best reputation. But, maybe this time, he might have some good luck, maybe?

But, 'Good Luck' and 'Henry Pym' have never gone well together.

...

Elsewhere.

"You're punching too far to the right, you're going to break your arm hitting it at that angle." A tall blond haired man says to a younger dark haired man, as the latter punches two pads held up by a third man, with the former doing pull ups from a metal beam on the ceiling of the large room.

The first man is large, almost a giant in comparison to the other. Physically, he's in his early twenties, but this is hard to tell due to his incredible build. With a jaw line to cut diamonds, and a chest more solid than concrete, he is, for lack of a better word, perfect. The second man, a year or so younger, merely nods at his comment. His chin holds a small beard, the same dark shade of black as his hair. He has a notably slimmer, more normal build than the first, but not exactly out of shape.

He continues punching, bouncing a little more to the left than he was, punching the pads still.

"Yeah, got it." He takes a small second to brush his hair to the side, whipping sweat from his hand as he goes back to punching. "Could you tilt us a little to the left, you're throwing us off balance."

The camera pans out, showing the mat that the short man is standing on his held up by four ropes, tied around the first man's waist. He tilts his body a bit more, straightening out the mat for him.

"Thanks Steve."

The two continue their respective exercises for another five minutes of so.

"Hey, times almost up." The third man, a slightly chubby man with dark curly hair, tells the second as he continues punching the pads. "Hey, no elbow. This is boxing, not your mixed martial arts crap."

The young man rolls his eyes, bouncing back twice before turning and kicking him in the chest, knocking him off the mat onto a stack of several more below. He carefully walks off, dropping onto another mat below, landing in a squat before standing back off, throwing his sleeveless hoody off and taking a blue energy drink, poring it over his face and into his mouth. He turns, as the sweat covered green tank top shows the glowing arc reactor in his chest. The taller man pulls up once more, with enough force to throw himself off the beam he was using, before falling down, landing safely on the mat he had hanging from his waist when it hit the floor. He unties it, walking past the other, making the size difference more noticeable.

Tony Stark and Steve Rogers have been working together on-and-off since Steve was unfrozen, banding together permanently when SHIELD started its new Initiative. Neither particularly trusted the organisation (even if it was being ran by someone Steve knew and trusted from his war days), but if it meant saving the world, it was all for the best. And given it meant Stark got to have someone to teach him how to fight without his armour, and gave Steve someplace to live and people to help him adjust to the modern world, it worked out for everyone.

"Vision, you there?" Stark, the shorter man, speaks into a small console, as it lights up and shows a holagram of a green skinned man with a red face; an advanced AI Stark trusted to run things for him.

"Yes, Tony, I'm here."

"Call round the armour, kinda left it at home." He tells him, taking another drink from his energy drink.

"Armour is dispatched; arriving shortly."

"Good. Any messages while I was busy?"

"Rhodey called earlier. He asked if the improved War Machine armour schematics were done yet."

"Call him back, tell him that his new toy just needs some assembly."

"Yes Stark. I'll do that immediately." The voice adds. "Your armour has arrived."

As it finishes, a small red and yellow flying drone lands before him. He opens one pouch on the front, taking out a metal and spandex body suit. He quickly changes into it, before stepping before the pod. He clicks his fingers, resulting in the pod falling apart, as static electricity pulls the pieces up with a magnetic charge. One large piece, built up of several smaller pieces, connects to his back, as it starts to open around and cover his full torso in red and yellow armour, covering up over his front, connecting to his Arc Reactor.

More pieces fly around, connecting to various points on his arms, legs, and finally his head, resulting in the full armour: An almost robotic looking form; red arms and legs with yellow on the biceps and thighs. Metal devices connect to his palm and heel, glowing. Metal surrounds his head, before yellow plates cover his face, making an 'angry' face on the outside, lighting up inside to show him his surroundings with a HUB interface around.

"Yeah, always feels awesome." He states to himself before turning to Steve. "We'll pick this up Saturday, assuming we don't have a mission that day. See you later, Capsicle."

With a nod, he flies away, at speeds to rival the Quinjets he's been making since he was 13.

He flies out of an opening hatch, showing the building to be a large house, shaped like a disk, sticking out the side of Liberty Island.

Steve looks on as he flies off, before turning to return to the main room to join the others.

...

Janet Van Dyne gets out of the shower in her apartment, dressing in more formal wear.

She puts on her makeup, combs her short, springy hair, getting ready for the meeting.

She looks outside her apartment window at the busy street. She looks at a photo on the wall, from her last big party, the Stark Expo. The one Tony Stark announced opening his own company, Circuits Maximus, and the one that the terrorist 'Whiplash' attacked. It was this party that she found out about her, gift, when she was trying to evacuate. It was also this party when she noticed Tony Stark's glowing chest, and later worked out he was probably Iron Man. Kind of confirmed later when Iron Man started working for SHIELD when they started financing Circuits Maximus.

It was also this party that introduced her to Henry Pym, but that's another story.

She looks at another photo, this one of Pym and her from her last birthday when he took her rock climbing. It was partially so he could study Hawaiian Mountain Ants, but the thought was good.

A bird flies at the window, startling her and making her drop one of the photos. She curses under her breath, as she removes her outershirt, leaving behind a yellow tank top, as she dives down with two, partially transparent yellow wings that resemble bug wings, fold out and extend from her back, flapping. She flies down, using her wings, as they flap a mile a minute, to control her momentum as she grabs the photo, flying back up. She climbs back inside, accidentally dropping one of her shoes.

She sighs as she replaces the photo and the shirt, calmly finishing getting prepared, hoping no one saw. It'd be serious tabloid news if people found out about Janet's 'gift' before she's even decided how to deal with it. Its not exactly a friendly time for superhumans, and so far her only heroic feat has been fighting the monster that took away her dad.

She walks out a minute later, picking up her shoe as no one notices and putting it back on. She calls a taxi, entering it to get to the office.

...

Approaching a small apartment in the east side of Manhattan in only three minutes, Iron Man flies down, activating the cloaking field he installed to hide from his neighbours as he enters a small hatch at the back. He deactivates the armour as several metal arms pull the pieces away safely, before he removes the internal circuitry suit and changes into a simple pair of jeans and a jacket. He presses a small button on a counter, causing a spiral staircase to descend, which he steps on as it starts to spin around, taking him to the ground floor.

He takes a few steps inside, as the floor lights up, providing light to the windowless apartment around him. He takes a small bottle off of a counter, gulping down a large amount.

"About time." A voice says to him, making him jump, spit take his mouth's contents, and turn to the source as he gets ready to open his arc reactor and release enough thermal energy to melt titanium into whoever's there.

"Rhodey!" He says happily, seeing instead a man his age, give a year or so, with dark skin, shortly cropped hair, dressed in military clothing and looking a little bemused by his reaction. "Huh, I was about to melt your face off right then."

"Yeah, I see that." He replies simply. "So, my new armour?"

"Getting right to it then, huh? No hug?" He quips, getting no reaction beyond an eye roll. "OK then, follow me."

They step back into the spiral escalator, taking them back down to the 'garage'.

"Vision, is it ready?" He asks, as the AI lights up a wall.

"As of two minutes ago." It replies, as a wall opens to reveal a similar, yet bulkier and grey/black armour to Tony's, with multiple weapons attached.

"I remodelled the Repulsars to increase your flight speed so you're no longer being left behind. The armour is now a Titanium/Admantium compound to increase strength while decreasing density and weight. Your weapon systems improved, etc, etc. Congratulations, you're no longer a sidekick, you're a less embarrassing title I've not invented yet."

"Funny. So, can I test it out?" Rhodey asks, putting an arm around his shoulder.

"I just set up a training area; its pretty basic, but..." Tony starts, pressing a small control as metal doors open up, revealing a large metal room, filled with targets to fight and such. "Its no 'Danger Room', but it'll do."

"Oh, it'll do." Rhodey nods, looking around.

The two put on the spandex undersuits, with Rhodey strapping on an arc reactor in the centre. With a click of his finger, Tony activates both sets of armour, which fall apart and pull their respective pieces over the two, dressing them fully in their respective armours.

"Every time. This never doesn't feel awesome." Rhodey laughs, as the two start to step into the training area.

They briefly stop in mid air, fist bumping the other, their respective force fields sparking up as they do so. They break into a run, before activating the repulsars and flying into the room, shooting up activated drones and turrets.

...

Clint Barton returns to his small home by the beach, placing down his gun holster and taking off his bullet vest. He drops his bag down, as two arrows fall out. He walks to his kitchen, taking a previously prepared turkey sandwich and biting into it, while opening the back door so his pet dog, which woke up the second he entered, can run around his small back garden to stretch its legs and do its business. He switches on the TV, noting that he doesn't care what the news says and switching off.

He finishes his sandwich before taking a bottle, filling it with water and sticking it inside the fridge, takes out an identical bottle, now refrigerated, and placing it inside a small bag.

He then replaces his uniform for simple tracksuit bottoms, as he takes a run outside.

He runs around the beach, jogging lightly, as he stops once he reaches a light house. He turns back, jogging back to his house, going past, and heading towards an amusement park. He stops outside, turns back, and jogs back to the lighthouse again.

He repeats this for four hours with no breaks other than for a second to drink his bottle, only stopping when the tide starts to come in. He returns home, placing on some hand tape as he starts punching a large punching bag. He punches it at least fifty times, until he tears open his own knuckle. He places over more tape to stop the bleeding and continues like this for another hour, until he runs out of tape.

He washes his knuckles, places on some antiseptic spray and covering up with some bandages before climbing onto his small house. He grips the frame around his roof, as he starts to do some pull ups. He keeps doing so for the rest of the day, until it starts to get dark. By which time he's pulled himself up and down at least three hundred times by which time his weight has broken the framing he was hanging from, again.

He walks around back, looking at his private firing range. Three targets, attached to a bench and designed to look like people, sit across his garden. He picks them up, carrying them out to the beach. He places them outside is home as he takes the bag full of arrows out with him down the beach. He places them on the floor, at least two miles away from the targets. He takes out a simple arrow, titanium tipped, along with a combat bow. He folds the latter out, placing the former inside and pulling back, firing at the target.

Headshot.

He fires two more, both at the same time, both hitting the other two in the head.

He fires a few more, getting closer and more powerful hits, all into the heads of the targets, some even cutting through the previous arrows.

He fires for at least an hour, only stopping when he notices how little arrows he has left. He looks to see one left, as it accidentally gets caught in the tide, pulling it out.

With a swear, he runs out into the sea, diving in and swimming after the arrow, bow still in hand. The salt water stings his many open cuts, but he ignores it as he grabs the arrow. He turns to face the targets, now a mile out at sea as the sky is pitch black. He swims with his feet only, aiming with his hands. Ignoring the waves, ignoring the stinging cuts, ignoring the crab attacking something it shouldn't, he pulls back and fires.

Getting a perfect shot.

After returning to land, he sits on the top of his home, beer bottle in hand. He may've overworked himself in this exercise regime of his, but he has a simple motto when exercising: Give a hundred and ten percent, then times it by ten and do it again four times.

Its now four in the morning, and the sun will be rising in a few hours. Clint sits on a deck chair, watching the horizon and taking a few gulps. He has work in five hours, so no point going to sleep. Its not exactly cold tonight either. So he sits there, leaning back, his dog laying next to him on an old blanket, as he empties another bottle.

He's probably pushing himself into an early grave, pushing his body way beyond what is even close to healthy. But, if he wants to be the best, he needs to earn it.

Just another day in the life of Clint Barton.

...

Henry Pym stands outside the office, looking in through the window. Janet stands inside, talking to the new Board of Directors.

He looks inside, spotting Jan arguing with the Board of Directors. This can't be good.

"...And it's not exactly useless. Imagine how much gold could be made by just making it bigger?" Janet argues inside, referring to his 'Pym Particles'. "Or, it could be used for construction, or manufacturing, or even solve the energy crisis by just making fuel bigger."

The board listen, though soon it becomes apparent she's not very well aware of what these Pym Particles can really do, or the real interests of this company.

So, as she continues, they silently agree on their decision.

"So, what you say? Pym good to stay?" Janet asks, an optimistic smile on her face, only for their answer to not be what she wanted.

"...Lousy, good for nothing." She mutters as she walks out, followed by a blond haired man, a quite large one, as they catch up to her.

"Janet, this isn't anything to be upset about." They try to tell her. "I'm sure this, 'Henry Pym' fellow can get a job elsewhere if his inventions are this revolutionary."

"That's not the point, Andreas. He's my friend, and he's really smart, and none off you are giving him a chance to prove it."

"Hey, I thought we should keep him on."

"Then why didn't you say so in there?"

"Peer pressure?" They joke, but she just pouts. "Look, him and the rest of his department will get jobs elsewhere. Isn't Tony Stark trying to boost his new company, Circuits Maximus was it? And Obadiah Stane is still running Stark Industries after Howard Stark's death, he'll probably give him a try."

She merely glares at this idea.

"Hey, don't give me that look. It's not my company, its my fathers; I just run it. Look, my limo's here, I'll see you later." He waves as he leaves, Pym watching as he does so, knowing what this means for him.

Andreas Strucker walks from the building, entering a green limo. He sits inside, sighing.

"She's always so hard to pretend to care for." He mutters, turning to look at the woman sat next to him, one with similar, but not identical, features as he does; most likely a sibling.

"This, shrinking technology. Does it work?" The woman asks him, as she closes the tinted windows, looking over the file.

"Well, I watched the demonstration last week. It's the real deal." He presses a button, causing a small fridge to open. He takes out two glasses and a bottle of wine, poring the two out.

"So, why fire him?"

"He's a pacifist. We'd never get it away without him becoming suspicious. Things are so much easier to steal and repurpose if the original creator's not there sniffing around, and after that 'Ultron' incident, who'd really question of Henry Pym's inventions ended up in 'terrorist hands'?"

"There's probably easier ways to go about this." Andrea muses, looking over the file. "But, if we're going to take away his research, surely we'll need to keep him from alerting anyone of it being stolen."

"True; of course, dead people don't often go to the police, and who'll really miss a washed up scientist?" Andreas responds, turning back to her.

"Williams or just some random head?" She asks, getting an idea of what he was getting to.

"Eric will do." He smirks, as they hold their glasses up, tapping them against the other as their respective golden rings shine. "Hail HYDRA."

...

Next time, Pym and Van Dyne become targets for the assassin known as Grim Reaper, Barton gets sent on grunt work, and soon, the team starts to come together.

...

Notes:

-As an opening chapter, I think this went really well: Got action, got some character dynamics, got some humour and jokes, and got some nerdy fun going on. Only issue is I feel there's no real plot to it.

-For the characters not yet shown, they'll be introduced soon; characters like Thor and Hulk will be showing up in the next chapter, and more after that soon.

-As for writing this thing. I mostly got ideas from the films and EMH, but made a few of my own ideas as well with some things from the comics. Hopefully I've caught some people's interests with various points here.

-One of the reasons I decided to write this was after watching the rest of Earth's Mightiest Heroes, I REALLY wanted to write Avenger stuff. As I said earlier, I had two different plots that were Avenger-heavy planned for my X-Men Evolution story, but they were more like an X-Men plot In-Name-only. The X-Men were literally there for the sake of it being X-Men. There was this, an Invaders chapter, and a later plot that I was dubbing 'No More Heroes', that was basically the Avengers being kidnapped. BUT, it was also so Avenger filled I didn't think I'd have room for any X-Men, so I got the idea of writing an Avengers story and, when I use this planned arc, have the X-Men one tie in, as if both were happening together.

-I don't remember if I said this, but updates will be sketchy. Writing three stories at a time with 6-10 thousand words per chapter (With College assignments scattered around) may be difficult. BUT, luckily, the assignments are kinda easy if I set my mind to it, and as I tend to write when I can't sleep and there's nothing to read or when I'm on the train/waiting for the train to take me to the college I get some time to work on it.

-This one alone I feel like its the most comic book-styled out of all my stories. Instead of being a 'whole adventure in one' chapter, it's a fair size and sets up later plots for this and later arcs. I may start writing later chapters for my other stories like this, space them out a little. Depends.

-The title theme wasn't originally planned like that, but I decided to use it. Each story now has its own chapter title theme. X-Men has something important to the plot, Spider-Man has it as something someone's saying, and here I have the military all caps/full stop thing going on.

Now, you've read it, you can't unread it. So, to navigate away from this page it will cost you one review. If you Fave+ this story, please also review. I like being a favourite'd story owner, but I proffer reviews so that I know what my readers like/dislike and want to see. I proffer in depth reviews to simply knowing someone liked it, since that way I don't know what they like and can't pander to it. For example, whenever I read a review that says something along the line of 'wow, great stuff' I'll just ignore it. But, when I read one that says 'yeah, its alright, but you could space it out/work on dialog/fix the grammar and spelling/use less swear words', I'll respond, thank them for their honesty, and work on it. I used to write with one full stop a chapter, until someone said I should work on my paragraphing and spacing. Since then, I've been careful to add full stops wherever I can. Obviously, there's some writers who will respond to a single complaint with 'don't like, don't read'. But if they do, just do as they say: If they can't take criticism, then they don't deserve your attention. But unlike them, I proffer criticisms. So, if you have a problem, let me know. I don't care what you say, just review it and I'll be happy.


	2. Standing On Our Own

Hey, here's part two.

But, before you start reading: THANK YOU ALL! This was probably the best opening reception I've had since I first started writing back when I was eleven and allowed my sister to convince me to write a Xaolin Showdown story, despite myself having no idea how to write since I was, well, eleven. I don't know if it was because it was only one chapter instead of the opening arc like I usually do for starting a story, or any other reason, but I thank you all for your support.

Anyway, Enjoy.

...

**.S.T.A.N.D.I.N.G. .O.N. .O.U.R. .O.W.N.**

HYDRA. SHIELD's biggest foes and one of the worst terrorist organizations in the world. It's no surprise they started off as a subsidiary of the Nazi Reich, especially after their treatment of the mutant designated as 'X-23', among their other infamous mistreatments.

Of course, they have their own bases. Headquarters, homes, fortresses. Unfortunately, its not something cool like a skull shaped volcano or a palace made of ice (not for a lack of trying though, but carving a volcano is difficult or can cause a premature eruption and an ice palace melts really easily), but instead, they house their operations in multiple complexes scattered across the globe. One of which, Tony Stark just found.

Stark drives up to a hill top, watching them. Wearing a metal red helmet while riding a red and yellow armoured motorbike, he scans the area with a pair of binoculars, looking it over. The bike, with 'Resilient' printed on the side, beams a powerful headlight on the front, not dissimilar to the Arc reactor. Its side panels cover the legs of the driver, as does the metal that extends from around the handlebars to the upper arm.

"Hey, Rogers. I think I found it. Its big, metal, and looks like an interment camp." He speaks into a communication device, looking over the area.

"We have activity near the east side, sir." A HYDRA mook tells his commanding officer, as they watch he security feed. "The mine field we placed there's been taken offline, and two camera feeds just went down."

"SHIELD." The commander mutters with a thick, eastern German accent. "Send Swarm to investigate."

"/Don't let you guard down. HYDRA are tricky./" Rogers replies over the radio signal. "/I'll be there shortly. Don't do anything stupid./"

"Its me, remember."

"/I know, that's what I'm talking about./"

"You'd think I'm just a rookie or something." He mutters, looking and spotting someone approaching him. They appear to be wearing a pasty body suit with a cape, as they look directly at him, their eyes a bright red colour. "Hey, Hey You!" Stark yells, grabbing its attention further. "Identify yourself!"

"M.M.M..e.e.e.e.e.?" It questions, as its voice distorts into a legion of identical voices. It holds its arm up, as it continues staring. "Swarm.m.m.m.m.m." Then, hundreds of sharp objects fly from its palm at him. Stark's eyes widen, as he revs up and moves out of the way.

"Fine, we'll do this our way." He revs both handlebars and pulls them out, causing the bike's armour to move.

The front lifts up, pulling itself over his chest as it opens and covers his torso. Forming armour on his chest, it covers his shoulders and back, as the handle bar armour then spreads out to cover both arms, as does the armour over the legs. The rest of the bike opens apart over him, covering his back, as the two wheels attach to his forearms to form weapons. Some armour slides over his neck, connecting to his helmet as yellow armour comes down over the helmet visor, forming the face of the armour.

"Vision, how much power do we have now?"

"With the second Arc Reactor from the Mach 7 Resilient armour, you now have more than enough power to fight the kinds of threats you fight every day."

"Good." He aims and fires two Repulsar blasts at the 'Swarm', hitting into its chest and bursting it apart. Stark's mouth drops however, when it appears to form a literal swarm of flies, quickly reforming its body. "OK, that's going to keep me awake for the next few months."

He fires twice more, as Swarm merely reforms after each hit. It runs at him, bursting apart and rushing him, as each 'fly' starts to burn into him. He activates a force field to blast them off, gripping one with his hand to look at it.

"It appears to be some kind of genetically engineered organism." Vision sums up. "It contains a single neuron inside a genetically altered fly that links with others telepathically. It appears it was once human. Likely an attempt at human weapons."

"Thanks for the info." He replies, as he crushes the fly, resulting in the whole of Swarm to become disrupted for a second. "Huh, just crush each one, that seems easy."

"Oh, its not.t.t." It echoes once more before it attacks once more, as some start to dig inside his armour.

"Owe, OWE!" Stark yells, kicking back. "They're inside the suit, and they really don't like me."

"Exactly.y.y.y.y." Swarm replies, as more attack. He's able to block most out with his force field, but some slip past before it activates and get inside.

"They're attacking your Arc Reactor. They may accidentally dig into the core and cause a meltdown."

"Yeah, I can tell that. Damn it, I need backup. Vision, feel free to call some others to help." He flies back, smashing into a tree, knocking some out of his armour.

Before they can regroup and overwhelm him, however, a lightningbolt strikes down, followed by a large, blonde haired-and-bearded man landing, fist first, weilding a large stone hammer and dressed in garb not far off from what one would expect to see on a Viking, with a winged helmet, black leather armour on his chest, golden boots and belt, and a long red cape on his back.

Thor, the God of Thunder, flies down, zapping a good portion of Swarm's body.

"Ha, is this your emergency Stark?" The boisterous God of Thunder asks him, smirking as he crushes several. "A simple cluster of insects?"

"Yeah, not all of us are FRIKKIN' gods!" He replies as he gets the rest out of his armour, before firing the 'wheels' of the bike at the swarm of flies, causing it to heat up and kill them.

Swarm starts to reform, turning its arm into a blade as it swings at the metal Avenger, as a red, white, and blue shield flies into the way and knocks the flies back. Captain America rides down on a motorbike, smashing into the Swarm as he jumps off. Donning his blue, white and red star-and-striped costume, he steps off his bike, catching his Shield as it returns without even looking.

Swarm glares as he reforms, before charging at the Avenger, only for the Captain to dodge, roll out of the way and swing the shield, using it as a blunt weapon and swatting them.

"Where's Hulk?" Tony asks as Cap and Thor join him.

"He's on his way." Vision answers as a drone flies down, projecting Vision's holographic form around it and firing at Swarm as he reforms, before charging at the living colony of bugs. It prepares for Vision's attack, as the drone's holographic form passes through the bugs, distorting their thought patterns and shutting half of them down.

As the colony starts to reform once more, forming a larger version of himself, only for a large, green being that could only be the Incredible Hulk lands on him, smashing through the body of bugs as he turns around.

Hulk glares at the creature, ready to pulverize it, only for its body to start dropping off, like the flies that form it.

"What is Hulk doing?" Thor questions as he watches, ready to strike it down.

"Hulk's giving off tons of radiation. Of course Swarm's going to die being that close to him, its basically just a punch of bugs." Tony replies, as Swarm's remaining flies escape into the forest.

"This is Captain America, repeat, This is Captain America." Rogers speaks into a radio. "We've found a HYDRA base, Over."

"Received Rogers, stand by." the radio replies, as a transport Quinjet starts to fly over the horizon to them. White and red, with a 'V' shaped form, the quinjet flies above them, before slowly descending to them. A squad of agents get out, as they scatter the area, filling out strategies on how to take over the HYDRA base.

...

"These are the two." Andreas says to a shrouded figure inside his office, handing him two photos of Jan and Hank.

"So, you want 'em dead?" The figure replies, his dark ripped coat hiding his features, except for his scarred chin, with a large gash from the side off his mouth.

"No, I want you to throw them a birthday party." He replies sarcastically. "Of course I want them dead. What other use would I have for you?"

"Listen, I get your all top of the world 'n all because who your dad is, but to me, that's all you are, your dad's kid." The cloaked man turns to him. "So, cut the sarcasm, before I cut it from you."

"You dare talk to me like that?" Andreas shouts, getting out of his seat. "I could have you killed at any moment here. You will give me the respect I deserve!"

"Trust me, I'm giving you the respect you deserve, its just not a lot." He gets up, turning away. "But don't worry, Van Dyne and Pym are as good as dead, so long as you stay out of the way."

"Good, now Williams-"

"Please, call me by my codename. It might be a bit flamboyant, but I like it."

"Fine, 'Grim Reaper', you'll make sure to make it look like a random attack?"

"As far as SHIELD'll know, I just got bored, and those two kids were in the wrong place at the wrong time." He responds simply, twirling the blade on his arm as he left.

...

"Hey, just stopping by." Janet announces as she enters the small apartment of Henry Pym, without knocking, and walking past his small work station. "Whatcha doing?"

"Throwing away my honour, personal code, ethics, pride, and self respect. Well, I threw away the last one when I gave Ultron a weapon system, but I'm throwing it away again now."

"Why? What're you making? What's it do? I bet its sunglasses that see through dresses, isn't it?"

"No. Its not. That was Tony Stark's idea and I'm not going to steal it. Its a weapon."

"Weapon? I thought you hated violence."

"I do, that's why I listed all those things I'm throwing away to make it." He holds the small device up to show her, it being a small, black, almost wrist watch like device that connects to the top of the hand, with a small opening on the front. "What do you think?"

"Could use more colour. Maybe Yellow? What does it do?"

"Simple, put it on." He tells her, getting a raised eyebrow, then followed by a shrug and her trying it on. "Now, step back, and punch the air, like you're boxing." She does as he says, stepping back and taking a punching stance. "Now, try not to aim near me-"

He's cut off by to hundred volts of electricity hitting into him, tasered by the ball of yellow energy that fired from his 'stingers'.

"Oh god, are you Ok?" She drops down to help him up, accidentally hitting her leg and stunning herself.

It takes them a few seconds to recover, panting as they do so, before she turns her head to him.

"That, is awesome. You could probably revolutionize self defence or something with this. Like, completely replace tasers"

"Except, when you're being mugged, its easier to slip out a taser than to slip on a device to attach to your hand and punch them." He points out.

"You always see the negative in things; you're your own biggest critic. Come on, on your feet." She gets up, helping him as well. "Now, why don't you work on this later and get ready. Whitney Frost invited me to her party, and you're crashing it."

"I am?"

"Of course, now, get dressed, and... Maybe get a haircut." She adds, messing his hair a bit, before looking at his work station. "What else you working on?"

"Well...since the construction idea didn't pan out with Fenris, I...I was thinking how exactly could I use Pym Particles beyond building materials and..." He starts to explain, showing her a belt, one holding the particles in the centre, along with a suit of thick red material. "I call it the Ant Man Suit, mark 1. You know how, first time I discovered them, I ended up ant sized and in an ant hill?"

"You were very clear on the details." Jan nods, sitting down and listening to him. "Its what made you start researching them and make that ant-controlling thing."

"Well, while I had trouble with ants at that size, it still brings a lot of potential, changing size, I mean, its not a weapon, but, maybe with the right use, it could help-"

"Are you planning on becoming a supervillain?" She questions, tilting her head at him. "It would explain an awful lot of your inventions."

"What? No!"

"Are you becoming a superhero?"

"Well, it did cross my mind but I was thinking, maybe Tony Stark could incorporate it into the armour for Iron Man, or maybe SHIELD, or-"

"Or me! Oh, I would make an awesome superhero!" Jan declares, punching the air, unintentionally firing a blast of energy from the wrist stinger. "I mean, that's what you do when you have something like this, right? You help people. I would be so good at that too."

"Jan, I was actually thinking more along the lines of using it for search and rescue, getting through places that humans can't, but bugs could, you know? Someone like Iron Man could use something like this."

"Yeah, I could see why that'd be useful." Jan sighs, agreeing with him.

"Not, like, you'd be a bad superhero, mind." Hank adds, making her turn back to him. "I mean, you've already got your wings, and you're probably the most, wonderful, amazing person I know...You'd make an awesome superhero."

"Huh, not usually the chat up lines most guys would use." Jan smiles, glancing at him, her wings folding out her back as she floats up to his height, kissing him on the forehead. "But its a good one none the less. Now, get changed...and showered, we're going to a party."

...

Later, somewhere else.

"Rhodey I'm busy, what's up?" Tony asks into his phone as he answers it, driving in his dark red sports car, heading to the birthday party of Whitney Frost, Tony's current girlfriend.

"What's up? HYDRA are up to something and you're going to a party? Don't you see any problem with that?"

"Its not just a party. Whitney's birthday; what kind of boyfriend would I be if I missed it?"

"But we just got a lead on HYDRA's plans. Apparently they're planning something big in their New York division, and SHIELD need you."

"Why don't you help?"

"I am; but I'm not the super genius."

"Oh, you flatter me. Relax Rhodey; its one party; HYDRA aren't going to destroy the world while I'm busy buying drinks and dancing with a pretty girl in a pretty dress. I'll talk to you later."

"Fine, but, if Fury complains, you're the one who refused to contribute."

Tony sits back as the car pulls up outside the large gallery the party is being held at, exiting and straitening his suit, before entering the party.

He enters, greeted instantly by a blond haired girl of the same age in a blue dress, who separates from the people she's talking with to greet him.

"Oh, sorry. I was looking for Whitney's party, I must have came to heaven instead." Tony smiles. "That's the only way to explain such a beautiful angel being here."

"That was so corny." His lady friend replies smirking.

"Yes, but Corny works, doesn't it?" He tilts his sunglasses up a little. "Or a least, I hope it did."

"Give us a few hours, and a few more martinis, and I'll tell you if it worked." She replies, pulling him closer. "Assuming you don't play this trick with all the girls."

"Don't worry, you're the first I've played the 'corny romantic' card on."

"Oh really?" Another voice speaks up behind them. "Oh, that I find hard to believe."

"Well, look who's here." Tony smiles, turning to face the source of the voice, Janet Van Dyne. "Long time no see, Van Dyne."

"Likewise." She grins, kissing his cheek, turning to Whitney after and doing the same. "Same to you too, Whitney."

"Glad to see you smiling; I'm sorry about your dad." Whitney adds, making Jan briefly drop her smile, then awkwardly grin back.

"Thanks; its, been hard, but I'm moving forward, you know."

"That's Janet; she's a real 'never give up' kinda girl." Tony adds, pulling Jan into a playful semi-headlock, earning a small giggle from her; the two've been like siblings since they were in school, and even at fancy shindigs like this they still act like kids sometimes.

"And you're still a charmer." Jan smirks, pulling his arm off of her. "Seriously though, how many girls you been trying that 'corny romantic' thing on?"

"Like I said, she's the first. I'm a changed man, Van Dyne; no gallivanting with models. Treating women right and all that."

"Oh, a change of heart then, huh?" Van Dyne laughs at her choice of words, noticing him rubbing his chest a little.

"In a way, yeah. Come on, lets by you ladies some drinks."

...

"I don't know why we're not just flying over there, we just got two new pilots." Banner points out as he sits in the back seat of an SUV, with Thor of all people driving and Steve in the passengers seat, as the three of them head down a long freeway to another suspected HYDRA compound.

"Indeed. Flying over to their location would be much easier. And smiting them would be more fun from the sky."

"Smite? Why do you talk like that?" Banner asks. "You spent the last decade of you life living as a human."

"It makes me sound more like a god. And Jane Foster finds it charming, that and saying her full name. But as I said, flying to their encampment would be wiser."

"And give ourselves away. If this company is really tied to HYDRA, then they'll no doubt be plotting defence strategies." Steve explains as he looks at the small web tablet with Vision's face on in his hand. "Vision, have you completed the research yet?"

"Indeed. Fenris Corp is indeed a company owned by HYDRA's current baron, Wolfgang Von Strucker. You have history with him from your days with the Invaders if I'm correct."

"Yeah, you could say that; he's more Fury's arch enemy though."

"Yes, well, the company is ran by his son and daughter, Andreas and Andrea Strucker, who have recently acquired Van Dyne Industries, whose stock numbers imply they may also be connected to HYDRA. However, we have nothing to imply Andreas himself is connected or even knows of his father's history. The former CEO of Van Dyne Industries recently died in a machinery malfunction, and his daughter sold the company to Andreas, a childhood friend of hers."

"What about his daughter, what's her story?"

"Janet Van Dyne. She's completely clean; no trace of a single criminal record, donates blood every two months, has climbed mountains for charity and raised awareness for child abuse. She's also a friend of Tony's, who tells me that she enjoys making his sex life boring by constantly interfering with his dates."

"I like her already."

"Her last blood test also showed that she may have a mutant gene, so we may need to contact Charles Xavier over this matter. Anyway, Fenris Corp has also been making a number of deals with Stark Industries since Stane's rise to CEO, along with fellow shady company, Frost-Shaw International."

"So, Stane is connected. Tell Rhodey to have Fury investigate that a little."

"Of course I-Oh no."

"What is it?" Steve asks, as he looks at thee tiny machine he's holding with a bit of concern.

"While I was hacking into their mainframe, I detected something. A contract hitman under HYDRA's pay has been hired to assassinate a man for the company. The target is Henry Pym, a former researcher for Van Dyne industries and the man responsible for the Ultron network, from which I'm partially based on."

"Why?"

"Pym's contract was cancelled when he refused to let his inventions be used for weaponry purposes. Its possible they wish to use them for their plans."

"Well, what's the problem? Surely SHIELD can investigate that while we deal with the threat." Thor points out as he continues driving, notably slowly, until someone cuts him off. He drives past to talk to them, unwinding his window. "Excuse me sir, but you appeared to have cut me off."

"No, but they're attending the party that Stark is currently at. They may be in danger." Vision continues, as the man driving next to them flips Thor off as he talks on his cell phone and drinks a cup of coffee.

"By the power of Mjolnir, I say NAY!" Thor yells, driving to the front of the man's car and stopping, causing the man to suddenly break, drop his phone and spill coffee on himself. Word of advice when driving in New York: Don't cut off, or disrespect, the God of Thunder when he's driving, no matter how slow he is.

"You mind?" Steve questions the god with a raised eye brow.

"He is lucky to be of Midguard, or he'd surely face something worse."

"Whatever, but no more road antics. Vision, call Tony and warn him. He should be fine but alert any nearby agents of this and tell Fury everything you know."

"Doing that now."

Not too far from them, Agent Barton notices the PDA built into his bike light up, showing the location of Pym and warning him of the on coming event.

Well, this is something to do.

...

Meanwhile, back at the party.

"Ah, Henry Pym, it's been too long." Tony greets the unemployed inventor, spotting him at the party. "Wow, you are a giant. So, Goliath, how's your whole 'being Henry Pym' thing going?"

"Well, I just lost my job and I'm living off of savings, so not too great." He replies.

"Oh, that sounds, well, how about you come work for me? I got few projects you'd be useful with, and I'm sure I can help you get anything you're doing off the ground."

"Tony Stark helping others? Did the world start spinning the wrong way or are we in a parallel universe?" Janet jokes as she joins their conversation.

"Please, this is smart guy talk. Why don't you go get us a couple of drinks?" Tony tells her with a sightly smug grin.

"Oh, a real gentlemen, aren't you?" She rolls her eyes as he just nudges her away.

"So, Pym, back on topic. What do you say I give you a job at Circuits Maximus? We could use another brain to pump ideas with."

"That would, actually, be a good idea. I don't want to work on too many weapons, but if you can give me something to do to pay my bills I'd be grateful."

"Well don't worry, You can work on other projects. Like, cars, and special equipment, and-"

"Armour?" Janet interrupts, grinning a little.

"Maybe, but for the most part, you'll be there when I could use an extra set of hands. Plus, you could really use a girlfriend, which I could hook you up with, and I could use another friend to inflate my ego so it benefits me too-"

Then, he's cut off by his PDA as it starts to buzz.

"Excuse me, my babysitter's calling." He jokes, as he takes it out to answer and walking out of earshot of them. "Vision, what is it? I'm at a party."

"Stark, you may be in danger."

"I have pieces of metal lodged inside my body approaching my heart, a power core that makes the nuclear reactor look like a watch battery attached to my chest, and I drink like I'm from Texas. I think me being in danger was something we've all known for a while."

"No, your party. HYDRA may be targeting one of the guests."

"Anyone I know?"

"Henry Pym, a scientist who was recently made unemployed."

"D-Did you just say Henry Pym?" Tony asks, glancing over at Pym.

"Correct."

"Oh, that's great." He looks around, noting his environment for a second. "I just gave him a job, he's standing right behind me, and there's a perfectly good vantage point for a sniper that puts me right in the crossfire zone."

He takes it away, before approaching the three he's with.

"Sorry, I really need to do some business right now. Anyone know where I can get a bit of privacy?"

"Really Tony? At my party?" Whitney turns to him, looking annoyed.

"Just take a second, I'm really sorry." Tony repeats.

"Look, there's a bathroom right over there; go do whatever 'work' you have to do." Jan nudged him, moving him along.

As he enters a small bathroom, he climbs to the window to open it, slipping out and standing in the back alley it lead to. He sneaks out and moves to the car park, opening his car and taking out a brief case. He opens it, revealing the pieces of his armour.

"Wonder what he's doing?" Janet muses to the others, a knowing smirk on her lips.

"Hopefully, connecting me with a job. Maybe after the stingers and the Ant Man project, I'll get to work on ways to protect soldiers on the front lines, like with better armour and explosive detectors that can... That can shut off explosive devices without detonating them. Think about it, they could just set it off, then an EMP will shut down the detonator and allow them to drive over minefields-"

"Hank get down!" Janet interrupts as a bullet just misses his chest, resulting in everyone doing the most common response to gunfire: Run, scream, and make yourselves more likely to get shot at.

The doors are kicked open, as Eric Williams, dressed in his battle ensemble, approaches Pym, holding a rifle up to him and smiling, as his dry, chapped, almost breaking skin curls into a deadly grin.

"OK, everyone shut up before I start taking pot shots." The Grim Reaper before them shouts, firing into the air.

As Iron Man flies around to enter and confront the madman, one party goer tries to run past and escape.

Only for Williams to slip his right arm out of his sleeve, revealing his metal knuckle, then convert it into a long blade, cutting up and slicing the innocent man straight in half. Should have listened to him.

"Eric Williams. HYDRA's own personal Grim Reaper." Iron Man announces as he enters, getting his attention.

"Iron Man. Its been a while." He bursts into a charge, leaping up and kicking Iron Man into the wall before he can even power up a Repulsar blast. He pins him against the wall with his foot, as he slashes rapidly at him. Thank god he has a force field, or Tony Stark would have a lot of explaining to do.

"Vision, Unibeam. Now."

As his chest arc starts to move, a sudden burst of multiple energies flies out, blasting the Grim Reaper back. Most people would've been killed by that attack. He just got his jacket burnt off. Stark doubles over from the use of the attack draining out a large amount of power from his chest arc.

With his dark blue and black armour now showing, the Grim Reaper removes the burnt shreds, revealing his hairless scalp, and the extent of his facial scars. His single sided glasgow grin being the most notable, but his chin also holds a cut going down the side, along with the various scars along his cheeks and his missing ears.

He pulls himself up, running at Pym and holding him as a human shield.

"No fancy Tech Iron Man. You shoot, hell, you even clock a weapon, and this man's as good as dead."

"Please, I know you. He was as good as dead the second you grabbed him." Iron Man replies, deactivating his weapon system as he detects an approaching SHIELD 'Super Human Task Force' signal, entering from around back.

Tony raises his eyebrows when he sees them. SHIELD lieutenant Clint Barton; Stark remembers him from the time he saved his life.

Pulling out his bow and taking out an arrow, one with a thick tube of explosive nitro-glycerine attached to the front, pulling back and firing at the Reaper.

He hears it coming as soon as the arrow starts moving. He throws Pym to the side as he turns, swinging his blade around and cutting the arrow head clean off of the arrow, causing both pieces to fly to the side. He draws his gun out, firing at Barton as he ducks behind cover. He turns back, firing at Iron Man as he protects Pym and the civilians with a force field, signalling for them to move as he covers them.

Just as the last party goer is out of sight, Iron Man drops his shield, ducking behind the same cover as Barton to recover from over use of power.

"Damn it Stark, can't you fight your own battles for once?" Barton berates him as they try to avoid being killed.

"Not my battle anyway. I just got told by Vision to deal with this. Why are you even here anyway? Why did my sensors say you're in the team Fury's having us put together?"

"Because I am, only not yet. Probationary. I need to do the grunt work until you and your boyband agree that I'd be a great addition. Why aren't you out there pummelling him? You have lasers and force fields."

"Kinda had a bit to drink; don't want to risk blowing people up by missing with one of the big guns."

"Seriously? Whatever, any idea how to take this guy down?"

"You distract him while I sneak round and hit him from the back?"

"And get shot? You're the one with the titanium armour, I'm the one with the eyes of a hawk. You distract him, I'll take the shot." Barton tells him as he moves, rolling his full body as he moves under cover to a new spot, as Iron Man stands up, activating his repulsars and firing, sending Reaper behind cover as well.

Barton moves around a potted plant, getting to a spot behind the Reaper's cover and out of his sight as he holds his bow out.

"Hit these arrows."

He grabs two arrows, loading and firing them. He grabs three more, firing them all at him before repeating, moving as fast as he can to re-fire arrows at him.

The HYDRA hunter cuts the first two, but misses the third as he tries to cut the fourth and fifth, getting hit in the chest with it. He pulls the arrow from his armour, throwing it away as two more hit him, to which he removes them and throws them away, only to be hit in their explosions and earning a new facial scar.

Reaper takes a moment to breath as he takes cover out of Barton's view, scanning the area and seeing that the targets aren't in the room anymore; this mission failed, he might as well get out while he can.

With that, he takes a few more shots at the two, before running to make his escape.

Barton chases after him, dodging speeding cars as he does so. The Reaper jumps onto a trash can, using that to boost himself onto the top off the fence as he runs onto a phone cord, getting to the top of a building. He looks up, as an approaching aircraft descends, complete with a skull shaped cockpit to identify it as HYDRA.

Barton steps up onto a window ledge, using that to get to a ladder for a fire escape. He climbs up, getting to the steps and running up them. He gets up two floors, before jumping off and grabbing the phone cord, swinging onto it, before shimmying up to the building, just as Reaper's escaping.

The villain runs, grabbing the lowering rope ladder as Barton takes aim, firing as Reaper turns around, turning his blade back into a hand and grabbing the arrow, snapping it with his thumb before dropping it as the aircraft flies away.

Barton looks on as he leaves on the aircraft, but as he's about to turn and leave, he realizes he dropped something; nothing important, just a single pistol of some kind, but he picks it up, not wanting kids to find it or something.

"Yeah, Strucker." Reaper calls, taking a few breaths as he gets into the aircraft. "It's the Reaper. Ran into some trouble with one of those superhero types, well, one of them and a SHIELD agent anyway. Mission failed; still expected to be paid though."

As he leaves, Barton returns to the party while Stark returns from the parking lot, back in his party clothes and rejoining the crowd of surviving guests.

"Hey." Stark motions to the archer, handing him a slip of paper. "He was after this guy, Pym. Here's his address, but he sometimes spends time here, at Van Dyne's apartment. Keep an eye out for them, in case Williams comes back."

"Sure thing, Mr Stark." Clint gives him a half-hearted salute, turning to leave after, only to be stopped.

"Wait, what's that?" Tony asks, pointing at the gun he found.

"This? Its some kinda laser pistol; Reaper dropped it as he ran. Why?"

"The design...I made this." Stark mutters, looking it over. "I designed this...HYDRA have my weapons; HYDRA are using my weapons. OK, NOW I'm interested in this thing; wherever they're hiding, I want their asses kicked, and I want to be the one to do it."

"Huh, get in line." Barton muses in response, turning to leave as he was.

...

Asgard, the golden city in the sky. Standing atop the heavens of Yggdrasil, above the lands of Giants, dwarfs, elves and demons.

Home to many, from Tyr, the god of war and father of battle, Loki, god of mischief and father of lies, The Warriors three, and most of all, Odin, the All Father, the king of gods, and the father of wisdom.

While it may have had its dark times, and many wars, since Ragnorak was foiled the golden land has had no troubles it couldn't take care of.

At the end of the rainbow of fire, sand, grass, stone, and ice that is the Bifrost Bridge, The Sentry of Asgard, Heimdall, stands watching, as Thor enters. Heimdall, the golden armoured man, with a short beard and dark skin watches with his glowing, fiery eyes, ones that many believed were taken from the stars in the sky themselves, as Thor takes a step from the bridge and onto the golden platform.

"Good day Fair Heimdall." Thor greets him, shaking his hand as he enters. "How is my family?"

"The All Father has taken his rest, Frigga is taking guard beside his bedroom, Tyr is visiting the demons, and Loki... Loki I haven't seen since his last practical joke."

"You haven't? But you can-"

"I know. It troubles me too. I've never trusted your Brother, and the fact that you still do is forever beyond me. He's the creator of troubles, and shouldn't walk the land freely as you and your father have insisted he does so."

"My brother has caused many troubles, but more often than not, he has fixed them. He fixed his mistake when he nearly lost us our gold to the Midgardian builder and his horse, and even got my father his prized stallion from the deal, and he got Sif new hair and gave me Mjolnir itself when his sense of humour should have earned him a place amongst his daughter's realm."

"And of Balder? Do you remember what he did then?"

Thor pauses, before thinking back to the God of Light, his Late Brother Balder, and the incident that lead to his death and Loki's involvement.

"Loki has apologized, and served his punishment with stride. I'm confident he shall be of no more trouble. But, that is not why I'm here. Heimdall, can you see a group of Midgarders who call themselves HYDRA?"

"I see many who go by that name, can you be more specific?"

"A friend of mine, Stark, wishes to seek them out as he believes they're using his weapons."

"Stark? The young man with the suit of magic who once came here to deal with your brother?"

"Yes, him. So, can you help us find the ones known as HYDRA amongst the realm known as 'The US of A'?"

"I shall try." Hemdall steps onto a pedestal, closing his eyes before opening them, now glowing with a similar intensity to that of the sun. He watches America, a land twice the size of Asgard, but not nearly as old, and keeps his eyes on those known as HYDRA.

"They plan a great evil. They're plotting evil as great as Laufey or Surtur could muster, and you may need assistance in dealing with. In the land known as 'New York'."

"Tell me, are a group called 'Fenris Corp' among their ranks?"

"Indeed; I see two people, siblings, plotting great pains for others, including friends of yours, 'SHIELD'. Do you wish for me to call for the Warriors 3?"

"No need, as much as I do enjoy their company. But, I have new friends to help me now, ones more knowledgeable in this threat. Besides, Asgard will need all the help it can get while my father is in the Odinsleep."

As Thor turns away to depart, he looks back at Heimdall.

"And, if you do find my brother, please call for me and tell me where he is. I still have words to discuss with Loki, and I need to know that he's alright."

"I shall Thor, but I do not see why you bother worrying for that trickster. Remember, Odin may have adopted him, and shared blood with him, but he's still a Jotun at his core, and will cause no more good than harm."

"I cannot help but worry for my brother; but farewell, Heimdall."

...

The next day.

"So, have you heard back from Stark yet?" Janet asks Pym, as they gather a few things from her apartment.

"Nothing yet. I called him and left a message saying I'll be at this condo, and to call there if he's still hiring me." He replies, as he gathers all of his various inventions, from the stingers, the suit, his ant-controlling helmet, and of course, a jetpack he's still working on. "So, why did your friends invite us to this condo? It was just a random attack wasn't it?"

"I think so, but they want to make sure we're safe in case it was anything else. Plus, its Andreas' official apology for firing you." She zips up her bag, before noticing he left the stingers. "Hey, you painted them yellow?"

"Its what you said I should do." Pym shrugs. "I'm not really up to speed on the whole 'fashionable' thing, so I trust your judgement on that."

"That's pretty sweet; though if you're wanting my advice on the other stuff, maybe do something about that ant suit; that's a really ugly shade of red. Maybe some black?" She's cut off by a knock on the door, as she puts the stingers down on a table to answer the door. "Oh, that'll be Andreas."

She opens the door, stepping back as Andreas and his sister enter.

"Oh, so you're already packed?" He asks, tightening his tie.

"Yep, so, why'd you bring your sister here?" Janet asks, as Andrea just looks at her, smirking a little as she takes out a gun, holding it to them.

"Well, firstly, so you don't get any bright ideas." He replies as he pushes her to the table with the stingers. "Williams may have failed his task, but its a good thing he did, since I changed my mind. Pym, you're coming with us. HYDRA could use your size changing inventions."

"H-HYDRA? T-The terrorists?" Pym backs away, not expecting to be held at gun point again.

"Who else?" The two hold up their left hands, showing the rings with the signature skull on it. "Now, you're packed, I suggest you come peacefully before SHIELD decide to drop in. Only take things you'll need to make your formula, nothing more."

As Pym, holding his hands up in surrender, carefully picks up the bag holding his inventions, Janet moves to pick up her handbag, slipping the stingers into it as she pulls out a small revolver and holds it to the HYDRA officials.

"Stop, just, Stop." She tells them. "Look, I have no idea what you're doing, why you're doing it, or who HYDRA is, but you can leave me and Henry out of this."

"Y-You have a gun?" Pym questions, looking at her.

"I'm a single young women who's barely five feet tall and live in one of the most crime filled cities in the US. Of course I have a gun." She replies, before turning back to the twins. "Now, seriously, Andrea, put your gun down, now."

"Of course." With a smirk, Andrea drops the gun, as she lifts her hands up, as Andreas does the same. The two grip the other's hand, as Andrea holds her other hand out, causing a light blue glow to irradiate briefly from Andreas, travelling down his arm into hers, before moving to her hand as it turns an orange colour, shooting out and blasting into Janet, firing her out of the window.

"Janet!" Pym shouts, only for a solid punch to knock him to the floor. "Wh-What are you two?"

"Very powerful people, that's all you need to know. Now, come along Pym, we have work to do, buildings to crumble, cities to burn, that sort of thing."

...

Outside, Agent Barton stands by a small hotdog stand, buying a cup of coffee and a hotdog, waiting outside one of the addresses he was told to wait outside, before a thunderous crash gets his attention. He looks up, seeing Janet fly out of her window with glass shooting everywhere, falling a few stories.

"$&!£." He mutters, before dropping his food and running, grabbing his bag as he does so.

However, he stops, upon seeing her snap out of her momentary daze from being hit by a blast of energy, as two, almost transparent bug wings pop out of her back, flapping and slowing her descent as they allow her to land atop a fire escape, still hurt from the attack.

"What the...?" He trails off, before shaking his head and returning to his run. He takes out his bow and arrow set, pulling out a device holding a metal wire that he attaches to an arrow, firing it up and hitting just above her position. He attaches the device to his belt, pressing a button to activate it, causing it to pull himself up as fast as it can.

He arrives at her point, kneeling down next to her.

"Miss, Miss, are you Ok?" He asks, checking her pulse and breathing.

"Erg, get offa me." She pushes him back, rubbing her head, before noticing him wearing his blue and purple SHIELD outfit. "Who the hell are you, and what are you wearing?"

"Clint Barton, Agent of SHIELD." He replies, holding his badge up. "Now, what the hell are you?" He asks, noting the wings.

"As far as I know, I'm a freak of-Henry!" She tries to get up, looking down as she spots the Strucker twins dragging Pym out of the building at gun point, forcing him inside their car. "Those two, they just kidnapped my friend!"

"Who?"

"Those two, entering the green limo." She points to them, to which he cracks his joints.

"Ok, stand back." He jumps off, removing his grappling line as he free falls, pressing a small button on his suit to eject the parachute built into the suit, allowing him to descend safely. He takes aim with his arrows, as the two notice him falling after them.

He fires a few times, only for the limo to swerve out of the way, avoid his fire. Hard to aim when you're falling.

As he lands, he runs after the car, taking aim with another arrow, but fails to hit anything but the back bumper. Realizing they're escaping, he takes out another, this time a tracking device arrow, firing at them just as they get out of sight, hitting them just in the knick of time.

"So." He speaks up, as Janet walks up to him after flying down. "Who the hell are they?"

"That's Andreas and Andrea Strucker. They're friends, former, friends of mine. They said they work for something, some, group. Named after that thing from, mythology. Er, what was it, Hedrum, Hadryn, Hy-"

"HYDRA?" She nods. "Damn, we'll need some superheroes."

"Good, call Tony Stark, tell him to suit up and do his job."

He takes a second to question how she knows Tony's a superhero, before shrugging it off and making the call.

"Guys, this is your new probationary member. Its time to assemble."

...

Next time-

Kicking off from these events, the united group of superheroes begin their attack on Fenris Corp, while the Strucker twins put Pym to work on using his Pym Particles for HYDRA. And, on this day, the Avengers will officially come together.

...

Notes:

-Motorbike armour. How cool is that?

-As for using Swarm, I thought I'd open with a full team super villain fight, and Swarm was the best choice at the time due to being a member of HYDRA. And, he's a very obscure character with little public light, so I chose him for that.

-Thor and Loki, I have big plans for how to use their relationship in one of the next two arcs. Loki I'm going with a more broken hero type villain, like Two Face, who's haunted by a dark trauma that lead to his villainous insanity. While Thor, will basically try to make amends for something he did to his brother that lead to his fall to villainy, while Loki tries to convince himself that he's not the villain off this story. Imagine, a snarkier version of Film Loki, with a scared face, fancier magic, and a darker back story. Still just an Ice Giant who's jealous, but as you can tell from the way Heimdall talks about him, most of Asgard except for Thor pretty much hated Loki since Odin first adopted him, and Thor just wished to care for his young step brother. The two still love each other now, but Loki is so angry at Thor he can only think of payback.


	3. Hail HYDRA

Hello loyal readers and those who clicked this after googling a certain phrase and got linked here, welcome.

So, yes, this is the third and final part of this arc, the battle with Fenris Corp. Hope you enjoy it.

**H.A.I.L. H.Y.D.R.A.**

Inside the mansion donated for the unnamed assembling group of well-meaning super-types, the team of people stand gathered around, along with a few SHIELD agents, as Janet Van Dyne sits in the middle, dwarfed to an extent by the much larger people around.

"...So, back from the start, what's going on?" Steve asks, looking at the young woman.

"My name's Janet Van Dyne...Tony there already knows that, but, my...friend, Henry Pym, he's been kidnapped by Andreas, and Andrea Strucker." Janet explains to the others, still a little shaken up. "They said they worked for some group, HYDRA? You probably know more about them than me, but, they took him, and they shot me with some kind of, I don't know, some kind of superpower."

"They're superhumans?" Banner asks, speaking up.

"I guess, but, they nearly killed me; god, I've known both of them for years, and they tried to kill me and have been working with terrorists all this time?"

"Not working with; their father is Baron Wolfgang Von Strucker; he's the guy in charge of HYDRA since the fall of Madame Viper." Steve explains. "They've been running HYDRA through Fenris Corp; they ARE HYDRA."

"You think you know someone." Janet mutters, thinking this over. "Then, how come you haven't moved on them yet?"

"We needed proof before we moved in; Strucker Sr's not been involved in the company in years and we weren't sure if his kids were in the family business." Nick Fury answers. "Of course, that's not an issue anymore. Everyone, get prepared; you're up."

...

"So, I hope you enjoy your new home." Andreas tells Pym as he sticks him inside a lab/cell. "Don't worry, Rent's free, and we've got everything set up for you. Just work on your Pym Particles, and we'll make things easy for you."

"Are you happy with yourself?" Pym asks him. "You've betrayed your friend, kidnapped someone, and pissed off a SHIELD agent. Are you happy with yourself?"

"Actually, yes, I am. Greatly." He replies, smirking as he walks away, his door closing behind him. Pym opens his bag, looking at what he grabbed. A freshly made tank of Pym Particles, with both build ups for both shrinking and growing, the jetpack, the device to influence an insect's thought patterns, and... the weird suit he made so that it can shrink and grow while worn. Funny, he didn't bring the stingers. They'd be useful if he wanted to escape-

Wait, the suit, and the jetpack. He takes the suit out, looking over the red and black suit. He looks at the jetpack, before getting an idea, one that involves everything he has with him.

...

"Come on boys, we don't have all day." Stark comments inside a large Quinjet as the gathered individuals suit up. Barton looks up, grunting a little as straps up his boots and wraps tape around his wrists, before placing two gloves over. The archer removes his shirt to place over the top half of uniform, showing the tattoo on his lower neck that reads the word 'Hawkeye', his old carnival nickname, and his prison name. "Come on, how hard is it to put on body armour or pick up a hammer?"

"I'd like to see you try lifting the mighty Mjolnir." Thor replies, holding Mjolnir towards him.

"I think I'll pass since, unlike a lot of you, I can't bench press cars." As the god rolls his eyes at him playing the 'human' card again, Stark moves on. He passes Barton, Banner, and Cap, then a few agents, before noticing something.

"What are you doing?" Tony asks Janet, as she straps the stingers on and taking out one of Pym's ant controlling visor like devices.

"Getting ready. Andreas and his sister are not going to get away with what they did, and I'm going to make sure of it." She responds, turning away from him as she changes into something more practical than her casual clothes.

"How? You're a spoiled rich girl, not a superhero."

"What, can't I be both? It didn't exactly stop you."

"That's different. I'm a genius, like, an inhumanly smart genius. I built that armour in a cave because I'm awesome like that. You're using... some wrist thingies." He pauses, looking at those things. "You're not exactly well trained."

"Hey, I know how to fight. I didn't spend my weekends at that dojo because of the music." She adds, motioning him to turn away as she changes her pants for some leather pants and a spare belt for Pym's suit, to which he complies and turns away.

"A belt in self defence isn't exactly on par with a peak level human, a robot, a living atomic bomb, a god, or me. Oh, and an archer. Pym's tech will only get you so far. Who exactly do you think you are? Sorry to tell you this, but news flash, you're not exactly strong and, I don't think you can fly."

She laughs at that, confusing him for a second.

"Oh, is that so?" She steps back, taking off her jacket.

"What are you...?"

"Just watch." She steps onto something, as her wings start to slide out. She jumps a little, before allowing her wings to flutter and let her fly. "You're not the only one with a secret, Mr 'I fly around in a suit of armour'."

"Oh you have got to be kidding me." He blinks a few times, before sighing.

"Not the little girl you went to prep school with anymore Tony."

"So, Vision was right. You're a mutant." Tony blinks a few more times. "Good thing Xavier is always looking for students. You might get along with short brunette who's name I forget and blue skinned elf guy. Probably not Red eyed skinny shades wearer or pale and moody southerner chick, but the younger ones, definitely."

"I don't need to learn about how they work. I know how to fly, how to fly fast, and how to fly like a wasp. Now, I've got stingers, and I can shrink."

"That's really useful." Tony muses sarcastically.

"Don't be a jerk. Look, everyone here is going to be fighting these HYDRA guys, you're going to need someone inside to find Hank and get him out while you guys focus on shooting up terrorist robots or whatever."

"Jan, this is dangerous; you could get shot, or stabbed, or captured and experimented on; they do this kind of stuff."

"I know the risks Tony, but what right do you have to do this kinda stuff if I can't?" Jan responds simply. "We're both two spoiled rich kids; sure, you're going in with a lot more weapons, but I'm not going to be picking fights with tanks like you do, so I'm not going to need them."

"Uhg..." Tony sighs, knowing he's not going to convince her otherwise. "You really care about Henry, don't you?"

"As much as you care about Whitney."

"Alright, fine; just, don't get yourself killed. You know, SHIELD would get a massive backlash if it came out they took an untrained rich girl out to fight Nazis." Tony replies, giving her an awkward look as she rolls her eyes. "And, you know, it'd really suck if I didn't have you at parties to liven them up a bit anymore."

"Thanks; I'll try not to die." She adds, giving him a small hug before returning to dressing for the battle, while he turns to exit, walking to the cockpit as Fury and Cap sit behind the pilots.

"For the record, Van Dyne's insisting on joining in." He announces, si

"But she's a civilian." Fury states, not even looking at him as he watches the sky from inside the jet.

"Yeah, turns out she's a mutant. She has, bug like, wings or something. She's armed up with Henry Pym's tech and she insists on helping to break him out, so..." He trails off, opening a small hatch to take out his armour in is compact box form. "Hey, I thought Rhodey was flying us."

"He's flying an attack Quinjet to help the battle. You've got us for this." Replies the pilot, a man with dark skin, wearing a SHIELD agent uniform with a red jacket over, along with a white bird printed bellow some writing reading 'Falcon', his callsign and codename.

"Oh, Ok then. Who're they?"

"Sam Wilson and Carol Danvers." Replies the other one, a woman in her twenties with light blond hair, also wearing a uniform with a red scarf wrapped around her waist.

"Oh, you're a woman. I did not notice that. I'm not sure if that should fill me with confidence or scare me. I don't know, are women meant to be good pilots or bad?" He asks aloud, turning to Steve.

"Considering she's highly recommended by her senior officers, I'd say she's good." Steve replies, as he goes over battle plans. "Both of them are; Sam's been flying me on missions since I got back into duty, and Danvers flies circles around half the airforce."

"That's just because the other half didn't want to get their asses handed to them and refused to try." Carol adds with a confident smile. "Don't worry Mr Stark, I'll be sure to keep you alive so long as you don't do anything stupid."

"OK, we're approaching HYDRA's airspace; we get any closer they'll detect your fancy pacemaker's energy signal and shoot us out of the sky, or detect our signals and do the same; got any ideas?" Sam asks the others, glancing at them he and Carol fly the large aerial vehicle.

"Yeah, about that." He mumbles, as he notices them entering the target airspace. "Well, time to fly."

"What are you...?" Steve cocks an eyebrow.

"Like I told you, if I said what I was doing, you'd try to stop me." He holds up his armour, as he takes off his outer clothing so he's only wearing the inner suit layer. He steps above a circle marked on the floor, with a similar one above it. "Vision, get ready to launch."

"Wait, what?" Sam Wilson asks, turning around briefly to see him as a glass tube extends from the floor up to the top, connecting to the top and locking.

"Stark what are you doing?" Rogers questions as he grips the compact armour.

"What does it look like?" He replies, as the top starts to move.

"It looks like, you have completely lost your mind." Fury states, gripping his nose.

"Don't worry, I have it all figured out. Now, launching in, 3, 2, 1."

The top opens up, with him being launched out like a rocket, flying up above the Quinjet as it flies past him. He flips a few times after pressing a button on the compact armour, before gravity catches up and he starts to fall.

As he spins around in the air, he begins to freefall, heading strait down, as the pieces of his armour close over and surround him, suiting him up and activating, before he activates his Repulsars and flies straight at the complex, with sufficiently enough distance between him and the Quinjet to avoid it being shot out of the sky.

"Warning, Iron Man technology detected." A HYDRA computer warns as the detectors light up, before a metal fist punches into the detector, tearing out its inner workings and tossing it aside.

"OK boys, they're blind and panicky and can't aim any more. Get ready to fight." He radios in, as the Quinjet prepares to fly to the top and let the heroes enter, but the security protocols activate and flying robots, with multiple sets of limbs and weapons, surround the rooftop.

"Looks like we'll need to get rid of the ones on the outside first." Sam Wilson notes, as he flips a switch. "More fun for us I guess."

The Quinjet starts to float in mid air as the Repulsar engines shift, while the weapons on the quinjet open out and aim, locking on to and firing at the crowd of computer operated weapons and robot guards. One last blast opens the top, making an entry point for the team.

"OK boys and girls, time to say hello. Rogers, give the orders." Fury tells them, standing before the opening hatch point.

"OK, Stark, you keep their outside forces busy." Steve commands. "Vision, you use your drones to assist him to your best effort, Thor will help you and shift the weather to put them at a disadvantage. I'll lead the rest of you around the complex and help you track down Strucker Jr and Jr, then do what you can to detain the pair and anyone on their side." As he does this, Thor nods and exits from the exit hatch, flying up and shattering a battle drone with Mjolnir.

"Ms Van Dyne?" Steve turns to Janet. "You find your friend. Our outside forces will keep them distracted while you look for him, and we'll rendezvous with you when we've caught the Strucker twins, but until then, I want you to stay out of combat, got it?"

"Ugh, OK? Guess I'm actually doing this." She muses as she looks down at the open hatch and, with a sigh of unease, dives out, holding the belt as she gets ready to press the button. "Hope this works."

"She'll be fine, right?" Banner asks the others as they surround the hatch, watching as she shrinks down and flies into the building, unnoticed by the HYDRA forces.

"Hopefully. So, time to get into position." He turns, directing the team to the hatch. "Banner, you're up first. You smash your way in and deal with everything they throw out first. Be as annoying as possible to get their big guns out on you. Barton, you'll airdrop with me and enter the stronghold. Together we'lltake out any opposition we can. Find the twins, and do it fast. We have troops on the ground marching in, they'll move up and deal with any ground floor operations they come across."

"OK, but I'll need something to make me transform." Banner informs the others, glancing back at them.

"Here, try this." Clint shrugs, before punching him in the face, breaking his nose. "That do it?"

"Yeah...that'll do." Bruce mutters, as his nose painfully snaps back into place and his blood starts boiling. "Wish me...the other guy...good luck."

He lets himself fall as he starts to turn, his hands cracking out as his eyes and skin start to change colour. His arms explode into boulders of muscles, tearing apart his clothing. His torso similarly rapidly expands, tearing off the rest of his upper clothing, as his legs, neck, and head join in on the transformation. His bones expand and swell, as he starts to give out an insane amount of radiation, completing his transformation.

"See, works every time." Barton smirks, before gripping a safety cord and hopping down, descending into the base. Rogers follows, pulling on his mask and leaping forward, out into the air.

His fall is nearly interrupted by a flying drone, only for him to strike his shield into it, shattering it as the drone's resulting explosion slows down his fall.

He lands inside, rolling on his back and kicking up, striking two guards in the back. He turns as Barton looks to him, and Hulk cracks his joint.

"Hulk think its time we taught HYDRA some words." Hulk speaks in his monstrous voice. "Starting with Smash, crush, and break."

"Good, you do that." Barton comments, as Hulk glares at him. "What? I punched you so you'd change. What would you prefer, staying as Banner?"

"Never mind that. Hulk, you deal with making a distraction. Break whatever you can to get them off our trail. I'm going to go find Strucker's ilk, and Clint will go take out their generators. Barton, don't get yourself killed."

"Oh, and I was planning to do just that. Fine, I'll try to stay alive." He salutes, rolling his eyes and turning away, as the three take different directions.

...

In a bar not too far from here, Eric Williams sits alone, gulping down his drink. With the hit job ruined by the heroes' pressence, The Reaper has had to take a break following his failure, something he's at least a little bit pissed about.

Not looking up, he hears the door open, as a figure moves to sit next to him at the counter. They rub their hands together, as if cold, their elbow knocking into his side. He already doesn't like whoever it is. In the corner of his eye, he looks at the figure, noting that despite being of a slim frame, they're taller than average, if only by a little, and have an unusually pale complexion.

He notes the man's strange dress. He wears fingerless gloves, blackish blue, with a jewel of some kind on the palm and above each hand. Most of his body is covered in a dark green coat, one apparently made of some mammal's hide. The rim of his collar, along with his boots, hold thick, dark grey fur that looks like either a wolf's fur or a lion's main, possibly some kind of mixture.

Then, he notices the man's face. Crystal pale skin, with dark blue-black hair, swept back and groomed neatly. The man care's for his appearance. But, while his face would likely make many fall for him, he has a number of scars that would detract from that. His eyes are surrounded by burns, as if acid has been dripped onto him. Around his mouth lies scar tissue, that from the shape look like his lips were stitched together and ripped apart. But, on each side is a scar he knows too well, a Glasgow Grin. A scar going from the tip of his lips to his cheekbone, as if making him grin.

"Take a picture, it'd last longer, and you Midgarders always enjoy things that last long." The man quips, smirking knowingly as Williams reacts.

"Watch your mouth."

"What's the matter Eric, didn't think I noticed you?" The man turns to him, still smirking like a snake.

"What do ya want? I'm busy."

"Oh, nothing really. I was just wondering how you handled your defeat so easily. After all, mercenaries do dislike it when they fail to meet their target, and you most certainly did just that."

"I don't know who you are or who you think you are, but I suggest you £^& off. Before you make me really mad. And I'm warning ya now, my kills are a lot more messy when I've been drinking."

"Oh really? How can you suggest anything, you can't even talk." Reaper looks at him confused, before realizing his mouth has disappeared. He resists and ignores the urge to freak out, as the man waves his hand and his mouth returns. "Long story short, cutting past the introductions, I'm putting together a, group, with an ally of mine. The best of the best, masters, of their fields. All, so we can take out this 'SHIELD' and their assembled group of lost creatures, including the ones who handed you a swift defeat last night."

"Really?" Reaper laughs. Another power whore who thinks he can take down the system.

"Yes. We don't have a name yet, but we've gotten a few members. How'd you like to make this 'Agent Barton' and Iron Man look like fools, then slowly cut their throats like cattle?"

Reaper raises his almost nonexistent eyebrow, taking an interest.

"I'm offering you a chance to get involved in something. Something, _wonderful_. Wouldn't you like to be there, as Thor and, and his self righteous friends, face their deserving defeat? I should add, the pay will most definitely be good."

"Hm; one question, who the hell are you?"

The man laughs, before holding out his hand.

"Call me Loki, Loki Odinson."

...

As SHIELD and co began to launch their attack, downstairs, business was being attended to by people unaware of the assault taking place.

"Ok Pym, show time." Andreas announces as he opens his door, followed by two high ranking officials of HYDRA. "Come on now, show us what you've been up to."

"Oh, good, I guess." The Scientist turns to face them, holding up a small tank of Pym Particles attached to a spraying nozzle. "To use them, it's as simple as spraying them into the environment." He demonstrates by spraying his work bench, which proceeds to shrink down until it's no longer visible.

"So, it works." One of the officials notes, having not actually believed it would.

"Yes and, one amazing thing is it works on organisms, without any negative side effects. Watch." With that, he sprays around himself, allowing him to shrink before their eyes until they can't see him.

"Hey Where'd he go!?"

"Be careful, don't, step on him." Andreas tells the two. "We need him alive so he can make more."

Down on the floor, hidden inside a crack on the floor, Pym gets up, walking towards the shrunken table. He takes his suit, putting it on along with his jetpack and ant controlling helmet. Huh, they have a termite infestation. That helps.

He returns to full size behind them, gripping the sides of the two officials' heads and hitting them against each other. Andreas turns around to face him, meeting his fist with his face.

"And that's for making me hit you!" Pym shouts, running out the door as Andreas regains his senses.

"Prisoner on the lose. Prisoner on the lose." An alarm blares, as two agents run down a corridor towards the fleeing Pym. He jumps and shrinks down so he flies past them, before becoming full size and elbowing them in the back of the head, then continuing his escape.

...

Back with Barton, he journeys down the corridor, hearing footsteps approaching. He notices shadows coming from the corner, before sighing and getting prepared.

"Huh, shadow approaching the corner. Its either another ally doing that cliché thing where we jump each other before realizing who it is, or its some agent's ready to be humiliated." He mutters to himself before shouting to them. "OK, whoever's coming around the corner, identify yourselves."

"Hey, who said that?" Questions the shadows, as their owners step out around the corner. Yep, it's HYDRA.

Before they can react, he leaps back, firing an arrow at the ground as it emits a thick, green fog, providing him cover. He pulls on a pair of goggles to see past the fog, taking aim with some harmless concussion arrows, firing at the agents and hitting them all squarely in the head.

"Why is it that they're always so bad? Its just too easy!" Barton smirks to himself, stepping over to handcuff each one, only to pause when a gun is placed to the back of his head.

"Funny, I could say the same about you SHIELD agents." The Agent behind him comments as he clocks the trigger...

Before his weapon is knocked out of his hand by a patriotically painted shield that whizzes past, swerving around and returning to the super soldier himself as he runs and dropkicks the agent into a wall.

"Thanks." Barton mutters as he gets back up.

"Don't mention it soldier." Cap replies, before pressing his headset. "Hulk, how are you doing?"

Before the Hulk can reply, a violent shake erupts the building along with an accompanying explosion of glass as a large metal door is thrown out of the building and into a HYDRA airship.

"Good." The green titan says to him through the com device that took him much convincing to actually wear. "Smashing up computers right now. Robot guns try to attack Hulk, but not a problem for Hulk's fists. What you want smashing next?"

"HYDRA's standard solution to these kinds of attacks is to send in something to stop us. Likely a mech of some kind or a larger airship. I want you to get out of the building and deal with that when it comes."

"Ugh, can't Goldilocks deal with that?"

"Trust me. When you see it, you'd want to be the one to deal with it. Over and out."

"You know, is it just me, or is he a lot smarter in person?" Barton questions. "Whenever you see him on TV, he's all 'Hulk Smash, Hulk Punch, Hulk speak in third person'. I mean, he does that, but not as simple as they make it out to be."

"They always focus on the negatives." Steve replies, as he looks out for more combatants. "Stay sharp, they'll come out at any moment."

...

"We got a boogie at twelve o'clock." Sam Wilson notes as they swerve out of the way of fire from a chasing air drone, as two more come to join it.

"Oh, looks like they brought friends." Danvers comments, before swerving once to the left then twice to the right. She pays attention to them as she notices the middle one's trailing behind, the one on the right reacts too slow, and the left side's too fast for his own good. "Just too easy."

She fakes to the left, then turns to the right, causing the one on either side to turn wrong and collide, crashing into the middle one and taking them all down.

"Why do they always fly so close?" Her wingman comments, as he fires a missile out at a faraway drone. "Doesn't anyone ever think to fire from a distance?"

"I guess it's not as flashy." She replies, laughing a little as the missile collides and destroys the drone.

"Yeah, good thing I can't afford to be flashy, now can I?"

"Good point."

They swerve from a sudden attack from an airship, as Fury keeps watch over their shoulders. The drone tries to turn back and give chase, but is promptly destroyed by a thunderbolt.

"Beware of my mighty thunder, Metal Demons!" Thor cries out, spinning Mjolnir and launching it at another airship, taking it down. "For I, Thor, The God of Thunder, shall smite thee to thoust last breath!"

"Thor, this is a battle, not a poetry club!" Stark yells as a drone crashes into him and is promptly torn in half. "Stop chanting poetics and focus on kicking ass!"

"Do not lecture me Stark on the ways of battle!" He roars as the thunder and lightning do the same, with a larger airship approaching them. He holds out a hand, flicking the air with a single finger, causing the entire thing to fly back and crash into several more.

"OK, I'll be sure not to lecture you on how to battle." Stark replies as he blinks repeatedly from inside his armour.

As he's distracted by Thor's attack, another drone approaches from behind, only to be blown up by a Quinjet as it soars past.

"Hey Tony, keep an eye on your radar." Rhodey comments as he flies past, only to be shot down. "Oh $^!£."

"Yeah thanks for the tip." Stark comments before counting to three, as Rhodey aims the crashing jet into one of HYDRA's, before ejecting in his War Machine armour as the two collide and blow up. "Told you packing it was a good idea."

"Yeah, whatever." He replies as the two take aim with their weapons and shoot down a seemingly endless horde of HYDDRA forces.

"Did...Ultimo get an upgrade since last time we saw it?" Tony asks as he notices the large approaching flying robot.

"No, that's something new."

"Oh, that's good." The two get ready to blast at it, but before it can spend enough time to become worthy of a description, Hulk launches out of the building, landing atop its head and pulling it as he touches down atop a building. Using this as support, he pulls the mech forward, tossing it away into the ocean. "Huh, now that is good. Go Hulk! I may need to see about making something to replicate your strength."

"Huh, Fat chance." He replies, before turning to some of the airships and launching himself at them, tearing them apart without touching the ground. "Hulk strongest their is!"

"Is it just me, or is it beginning to feel like Star Wars here?" Rhodey questions, dodging fire from the various attack jets and airships.

"I wouldn't know, I never watched them." Stark replies, turning back and firing a miniature missile at a larger drone's head.

"You haven't? OK, first order of business, we're sitting you down and watching them." Rhodey declares, blocking a laser blast as he opens fire on more machines.

"Ah, run now metal fiends, or face the might of THOR! The son of Odin!" Thor yells as several of HYDRA's skull shaped flight drones fall to the ground, leaving behind only the manned equipment. "No mortal machinery can best thee, AND NONE SHALL EVER!"

"Is it just me, or is he literally eating the scenery right now?" Tony comments as he and Rhodey blow up two more attacking airships, while SHIELD's own approach. "Seriously, its kinda annoying."

"I'm sure its just part of his culture or something." Rhodey replies as he blocks a missile fired at him.

"Stay down HYDRA, and avoid the wrath of THE ODINSON!" Thor shouts, as two airships fire at him, knocking him back to the ground, causing a large crater in Fenris Corp's parking lot. He gets up, scrapes off the damage, then takes a deep breath. He almost whistles towards one of the airships, causing it to completely freeze up into a block of ice. Gripping Mjolnir, he launches himself up into the air, flying straight into the frozen machinery of murder, shattering it to pieces. He looks back at it, spinning Mjolnir around towards the cloud of falling pieces of frozen metal, pulling it all back and breaking it up further into an almost snow-like substance.

He tosses Mjolnir down to the other airship, pulling the metal hail with him, covering the airship and weighing it down until it crashes into the car park he was just previously sent down to.

As Mjolnir returns to him, he takes aim at another of HYDRA's weakening forces.

"Stark, we may have a problem." Vision announces as Tony dodges another rocket, before being hit by another and face planting into the wall of the building.

"Oh, you think?!" Tony yells at the voice in his helmet, as he's blasted back by another rocket. "What? What in the middle of all this could be your problem?"

"A large convoy of HYDRA troops are heading this way. Its potentially the biggest I've ever seen. One is carrying more of weapons of your design."

"Damn it. What the hell is Stane doing selling them this stuff? OK, keep tabs of its-" He's knocked back by another rocket, causing him to once again crash. "Jesus Christ! Just, keep tabs on them."

...

Meanwhile, back with Cap and Barton, the two stand behind cover as they're shot at by five or six agents. As they stop to reload, Barton takes aim with his bow and fires, blowing up a wall to knock two of them out as the others take cover and fire back.

"This isn't working, we're just trading cover fire." Barton mutters, as Rogers looks over the scene carefully.

"They're using standard HYDRA weapons." Cap notes, almost ignoring Barton. "Each one has a assembly defect above the handle, marked by a tiny screw. Hit that will render the weapon useless."

"Is that a suggestion for a new plan, because I can't hit every gun when they're firing at us. I'm awesome, not Jesus."

"No, just an observation." He replies, shaking his head. "How good are you at shooting past cover?"

"Better than most, but not my strong suit."

"Well try it, I have an idea."

With a shrug, Barton peaks over as they ceases fire, using it as an opportunity to fire back, shooting an arrow to them as it flies over their cover. As it begins to fly past them, distracting them for a moment, Cap throws his shield, hitting some while the arrow explodes, knocking all but two, who are promptly taken down as the two heroes rush them and kick in their jaws.

"OK, that's it for this floor." Barton comments as he surveys the battle scene. "We'll need to find the Strucker siblings fast before more of HYDRA's goons show up."

"Agreed." Cap replies, as he scans the area, looking for something. Then, he spots what he's looking for, a surveillance room, followed by him then activating his com device. "Vision, try to see if you can hijack their surveillance cameras and find the Struckers."

"Doing so now." The AI replies, before chirping in a second later. "Located both of them. They're together, currently hunting for Dr Pym. Miss Van Dyne is also in the area looking for him, but she's heavily outnumbered; if they detect her I'm not certain of her chances. I would recommend you attempt to recover Pym while starting the fight you will undoubtedly get into with them."

"Will do Vision, thanks for the help, over and out." Cap replies as they disconnect, before leading the younger agent to the location of the others.

...

Meanwhile, Henry Pym moves around a thin corridor, navigating around to find an exit. He takes a turn, walking strait into a dark coloured blockage, knocking him back.

He regains his senses to look at the thing before him, widening as he does so. A termite, which at his current size easily dwarfs him. The currently shrunk Pym presses a button on his head device, commanding the termite to obey and allowing him to jump onto the tiny beast and directing it to where he wants, speeding up the journey. Six legs are better than two, apparently.

"What's with all these bugs?" A HYDRA goon questions as he and two others stand guard beside a elevator, noting the large swarms of termites, swarms so big that the usually tiny bugs can be seen, along the floor.

"Bet ya' can't shoot one." One of the others laughs, pointing his gun at the termites.

"Wanna try it?" He clocks the gun, taking aim and firing, missing twice but killing six with the third blast.

"Why don't you pick on someone your own size?" They stop upon hearing the voice, as Pym returns to full height behind them, using this as an opportunity to smash two heads together and punch the third. Not the most original of strategies given he already used it, but it works.

"Freeze!" Two shout as a bunch of agents turn around the corner, pointing their weapons at him. "You even think of shirking and you're dead."

"Sir, Pym's been located." Another speaks into a radio as two more move to place handcuffs on Pym.

"Nice of you, protecting the bugs. Bet they won't do the same."

"Oh really? Hey guys, do me a favour and scare these clowns" With a confident grin, Pym commands the insects, as the small swarm of termites suddenly go berserk, moving and climbing up one of the agents.

"Hey! What's going on! ? Get offa me!" They cry as the bugs move into his uniform, causing great discomfort and distracting him.

"Oh, what's the matter? Ants in your pants?" A female voice comments, getting their attention before they're rendered unconscious by yellow electric bolts. "That was a terrible line but I HAD to say it."

"J-Jan?" Henry Pym questions as he looks around, hearing her voice, but not seeing her immediately, not until she returns to full size.

"Hank!" She squeals as she flies and tackles/hugs him, knocking him to the floor. "Finally! I found you!"

"Found me-Wah-I- I thought you were dead! You got shot out of a window! I thought that-Wait, what are you wearing?" He blurts out repeatedly, trying to digest the situation.

"Like it? I'm a superhero now." She states, smiling. "Like, a real one. Your tech is REALLY useful."

"Are, are those my stingers?" He asks, recognizing the tools. "And the Pym Particle belt?"

"Yep, they really come in handy. So, time to get your butt out of here. Come on." She pulls him up, smacking his back to get him moving as the turn towards the exit-

And coming face to face with Andreas, his sister, and several agents.

"Oh boy." Pym mutters, stepping back as Jan clutches her fists.

"Well, this is a surprise." Andreas smirks, looking at the two. "Looks like you really are abandoning this pacifist thing. You look like a regular superhero."

"And that explains why your corpse wasn't on the floor." Adds Andrea, noting her wings. "You still look like a bimbo though. And the costume needs serious work."

"And you two have stupid names." Janet replies, unafraid. "What, couldn't your parents think of another name? Just slap on an 's' and its good as new, apparently."

"Cute. Now, this is how it will go. You two can surrender peacefully and live by HYDRA's mercy, or you can try to fight and let your lack of combat experience get you killed. Your choice." Andreas clocks his gun as he motions his agents to do the same.

Hank replies with a simple nod to Janet.

The two dart to opposite sides as the agents take fire, shrinking as they depart from one another and dodge the gunfire, before Jan swerves back, catching Hank by the hands, before flying forward at the agents, tossing him at them as he increases in size, hitting them like a cannonball.

Following this, Janet fires the stingers at two others, flying above them before spin-kicking them towards a wall as she returns to full size and hitting them again from the back with another stinger blast as Hank gets back up next to her. When all is finished, all that's left are the Strucker twins and the two not-quite superheroes.

"Amusing." The Strucker twins mutter in union, as they merely sheathe their guns, before gripping each other's palm once more and firing another large energy blast, hitting both into a wall before they could react and knocking them to the floor, before firing another bellow, destroying the foundations of this room's floor.

They fall in a wave of rubble to the mess hall located underneath, as the two Mutant leaders of HYDRA laugh a little at this, standing on the one bit of flooring not destroyed, with enough to get to an exit. "I think we should join them."

...

"Steven, it appears the Strucker twins have disabled Van Dyne and Pym." Vision announces as Steve and Clint race across the destroyed remains of the building to their location, only a short bit away as they run parallel a set of windows.

"Hail HYDRA!" Two goons shout as they try to stop them, but Barton merely loads two arrows, firing them so that they connect to the leg of one and the floor next to him, with a metal tether joining the two arrows, before firing another two to the other, doing the same. The two heroes run past them without missing a step as Barton just pushes them out the window. "Ahh! Save me HYDRA!"

Good thing the windows over looked an inside sitting area and not the outside, which as shown is pretty much a flying battle field right now.

"Vision, how close are we?" Cap asks as they keep running, while three more try to block them, him merely jumping forward and tackling them shield first, knocking them and pinning them to the floor briefly as he flips back up, before tossing his shield forward into two more on coming HYDRA agents. You'd think they'd learn not to send regular goons after _THE_ Captain America, but alas they know not.

"Two more rooms. They're currently in the mess hall. I'd hurry, as they appear injured, and the Wonder Twins are closing in."

"Got it."

With a final sprint, the two charge forward. An explosive arrow blows out the mess hall door as they run towards it, Steve overtaking Clint and diving into the fray.

Inside, Jan and Hank slowly regain consciousness, opening their eyes to survey the area. Upon noticing the two approaching, Andreas readying his gun as he does so and aiming as Andrea stand behind him.

"For some reason I always knew it would come to this." Andreas smirks, holding his gun towards them as he stands only three feet away.

Just as he begins to pull the trigger Cap and Clint rush in, as if time begins to slow down for them.

Cap runs to Jan and Hank, tackling the injured duo and rolling, shielding them from the bullet as it ricochets off the shield on his back while Clint takes aim and fires with a regular arrow. It hits into the gun as it recoils, hitting a small, almost unnoticeable defect as it knocks it out of his hand, effectively breaking the gun as the arrow continues, also knocking Andrea's weapon from her hand.

"Are you two OK?" Cap asks as Barton runs to them, flipping a bench over to provide cover.

"I think my ankle's twisted." Jan notes, grimacing as she tries to take a step.

"Yeah, and I think I dislocated my shoulder." Hank adds, pulling himself up while trying to nurse his left shoulder.

"Hold on, I think I can fix it." Cap tells him, carefully resetting the arm, followed by a load yell of pain from Pym. "Sorry."

"No need to apologize; you're Captain America." Hank mutters, looking at him oddly. "Wow, I honestly never expected to ever meet you, this is really a huge honour-"

"Move!" Barton yells as he drags the others to the side, just as their temporary cover is blown away by the Struckers, taking refuge behind another corner. The archer pears over, before firing two arrows at a wall, causing the ceiling to collapse more and provide more cover for the group.

"I'll deal with them, Barton, you take care of these two." Cap tells them as he moves out of cover, using his shield to protect himself as he moves to a different part.

"Right, follow me." The archer motions to them as he kicks open a door and allows them to escape.

"Damn it, they're getting away!" Andrea shouts, firing at them as her attack is blocked by Rogers.

"Don't even think about it." Steve states as he moves in front of their exit, holding his shield ready. "Now, I would suggest you put down your weapons, move away from each other and stand down, and we can do this peacefully."

"You expect us to give up? To surrender?" Andreas just laughs. "We are HYDRA, we do not just give up in the face of authority. We fight for our interests and conquer our adversaries. Cut off one head, two take its place!"

"OK then." Rogers merely cracks his neck and joints before taking a fighting stance. "Your terms."

...

"Halt, Now!" Five agents corner Barton and the others as they exit the small battlefield. "Drop your bow and arrows and any other weapon you have agent, and all of you give up now!"

"Whatever you say." Barton pauses, sighing as he drops his bow and removes his quiver. He begins to remove his additional holster, including a small SHIELD issue pistol as backup as they continue to bare their arms, and removes the clip from said gun. As he begins to lower the pistol, however, he bares a smirk before tossing it forward, knocking into the throat of one agent and distracting them as he kicks up his bow and ducks down, grabbing five arrows and firing them at each gun, disarming each agent before holding another set of five at them.

"Now, this is how we're going to do it. Unless you want to spend the rest of your life breathing through a straw and having to live inside a hospital, I suggest you give up." Barton orders the disarmed agents.

"Never! We are HYDRA! Cut of one head, two take its place!" The one declaring this is quickly shot in the head and knocked out.

"Well, I'm waiting for these two other heads." Clint retorts, pointing the bow at the others, who quickly decide to surrender.

After locking them in a small room to keep them contained and out of the way, he turns to Jan and Hank, who were behind him the whole time without getting involved. "You know, at any point you could have stepped in."

"You're the SHIELD agent, not us." Pym replies, still holding his arm. "You looked like you had it under control."

"Whatever, just-" Barton's cut off as more agents start firing at them, causing them to take cover once more.

"You know, I'm getting very sick of this." Jan mutters, peering over a little, cringing as she unintentionally puts pressure on her foot.

"Careful, some of them can shrink and sneak up on us." One agent states, stepping back to watch the floor.

"That's not all I can do." Pym states, pressing a button on the belt.

"Henry, What are you...?" Jan starts to ask as the Pym Particles mix again, generating a glow around Pym, one that increases considerably. The agents spot it and fire, only for the bullets to bounce off as Pym's skin becomes denser and stronger. The glow dims as Pym, now standing nearly the size of a house, looks at the agents. Each one instantly drops their weapons and runs the opposite way.

"Oh, I can not WAIT to try that out!" Jan declares, smiling like an excited child upon seeing what else the tech can do.

"Hm, interesting." Barton mutters, before climbing onto his back. "OK Goliath, get us out of here."

"Aren't you supposed to be the one saving me?" He asks as he begins walking, with Jan flying closely behind.

"Yeah, but that was before you grew bigger than the Hulk." He replies, firing an explosive arrow at the wall before them, allowing them to mow past.

"So, what do I call you?" The Giant man asks as he smashes down another wall, with Barton launching his knockout arrows at anyone in their way.

"Agent Barton. Or, alternatively, Lieutenant Barton."

"No, I mean, you're super hero name, thing." Pym clears up, as he ducks under a collapsing structure. "You know, like Iron Man, Captain America, The Human Torch, names like that. Don't you have any nickname or anything, or should I just call you Purple Arrow?"

"Right, uh, I guess..." Clint thinks to himself, not really thinking of himself as a superhero until now. "Hawkeye, call me Hawkeye. What about you? Unless you want to go by Goliath."

"I'd rather just go by Henry Pym." The giant scientist replies, kicking down a wall. "I'm not really much of a superhero."

"Don't be humble, Hank, you're over ten feet tall right now and you're wearing a silly costume; that qualifies you as a superhero." Jan informs him. "And given what you called the suit, I think you should be Ant Man."

"Heh, no, he can't, that sounds super lame." Clint responds. "Maybe Giant Man, since he's, you know, a giant. But what 'bout you, tinkerbelle, what you calling yourself."

"Well, I as going to go with Hawkeye but that was taken." Jan jokes, ducking a bit as some rubble nearly crushes her. "But, given I'm flying around shooting stinger blasts, I'm going to go with Wasp; wasps are cool."

"If you say so." Clint shrugs, taking aim as they continue on with their escape.

...

A ball of energy flies, missing him by an inch as they dodge, landing on the palm of his hand. Rogers tosses his signature shield at the target, tripping one up as he pushes his hand off the ground, landing in a roll as he catches his shield, now standing in between the two, allowing him to simply roundhouse kick them to break them apart. They want to hurt him, they'll need to do it like normal people.

"Get him!" Andrea shouts as more agents enter the room that was once used for eating. With a tighter grip of his hands, the hero of World War 2 and the one man who stopped the world from plunging into the Red Skull's control all those years ago stands ready, not a nerve in his body even trying to think of running.

Two run at him, only for him to dodge the punch of one, catch the fist of the other, then use them to hit the first one across the body and tosses him at another. He deflects two bullets with his shield, both of which then bounce off and hit into two others, before he just tosses his shield once more at the oncoming agents, darting at them himself. He leaps up, smashing his shoulder into one and rolling, kicking the second in the chest as he gets back up, dodging a punch from a third and hitting him in the back of the head with a solid elbow. Cap looks back, noticing only Andreas left standing in front of him, cowering slightly.

"You want something done right, you have to do it yourself." Andrea mutters as she moves towards him, gripping a lead pipe.

Andrea of course, doesn't learn how stupid this is as a plan until after Cap hears her footstep, turns around and catches the attack, and with a mere twist disarms her and possibly breaks her wrist.

"Sorry M'am, but I'm going to have to ask you to peacefully surrender." Cap explains to them, standing over as he speaks as softly as he usually does towards even villains while they merely clutch their arm in pain.

"Go to hell, Rogers." She spits out, before a bullet flies into Cap's shoulder, embedding itself in his armour but otherwise causing him no problem. He moves a little in surprise, before turning around and tossing his shield at Andreas to disarm him.

"I'm going to have to ask that you don't do that." Steve asks them man as he walks towards him, before punching him squarely in the face. He drags the two, handcuffing them together while placing metal domes over their hands, before reaching for his com device. "Rogers to Fury, I've secured the Strucker twins. Barton and Van Dyne are with Pym, and the three of them are on their way out."

"You've got them now?" Fury questions over the radio. "OK Rogers, hang tight, we'll get you all out of their shortly."

...

Meanwhile, back outside, Hulk leaps back up, launching himself into the oncoming convoy of HYDRA troops and landing onto a helicopter. With a roar, he rips the propellers off of it and leaps onto another, using them as swords to stab into it and take it down. He lands with it as it explodes on impact, before gripping the tangled mess and picking it up, using it as a club as he leaps up again and smacks a third chopper upside its metaphorical head to knock it completely off balance.

"Oh crap, here comes the big gun." Tony notes, watching as another airship approaches, one with three large missiles on the lower side and more inside. The Iron Man armour starts analysing the missiles, making him scowl in anger. "Those are my weapons! I made those! Damn it, it even has my dad's god damn logo on the side!"

"Move!" A SHIELD ground unit shouts as one of the missiles launch, heading straight at them. The nose of the missile detaches and heads at them faster, exploding like an IED to scatter and confuse the unit, before the rest of the missile locks onto the heat signatures of their weapons and fires explosive bullets at them, disarming, seriously injuring, and possibly killing the unit.

"Damn it, that's supposed to track down and kill terrorists! Not us! Seriously, that's our next mission, tracking down Stane's sales and find out what the hell he's up to." Stark continues, dodging a regular missile's fire and taking cover.

As he does this, the weapon on the airship's side folds out, aiming at two Quinjets. Within a second, a sudden burst of napalm is fired, coating the quinjets in fire and knocking them into a flight course towards each other.

"And that was ALSO something I made to-" He's cut off as the weapon turns to him, firing at him and knocking him down to the ground. Another unit of SHIELD agents take aim from the ground using explosive weaponry, but the napalm beam just burns over the missiles and flash fries the agents.

"Oh great." Tony hits his head on the ground as he lies on the floor as his suit's functions begin to reboot from the sudden attack, leaving him helpless as it aims another missile at him. "This is NOT what I had in mind for those weapons. No respect at all for creators."

"Stark, a fast moving object is heading your way."

"I can see that."

"No, from your left."

He turns, looking to see the entrance of Fenris corp building, and seeing as something hits into the doors. An exploding arrow.

The doors are ripped from their bolts by the resulting explosion as Pym and the others race out. With a sigh, Tony rolls out of the way as Clint jumps from his back, and Pym returns to his normal size. The missile continues its path, until Barton merely fires an arrow at it and causes an early detonation.

"Huh, that's an interesting use for that size changing whatnot. I still think it'd work better for programming software and medical research, but using it to become a giant isn't that bad; at the very least you fill out that suit quite well, if you don't mind me saying." Tony mumbles to himself as he gets up to join them, his suit's systems still down. "Hey, how are you all?"

"Wow, guys look, its Iron Man!" Pym notes happily, oblivious to the others already noticing it. "Hey, is it true you're just a robot?"

"She did it." Tony interrupts with a complete deadpan voice. "Little miss bumblebee here was able to work it out, and you still have no idea? God, and I thought you were smart, Pym."

"Pym-" He's interrupted once more as Tony removes the face plate to grip his nose. "Wait, Tony Stark? You're Iron Man? But, you're, well, really not what I expected."

"Because of the general apathy, I know. It helps keep it all a secret. Now, good that you're out and all, but that doesn't mean anything if we don't stop all this going to hell." Tony explains, motioning towards the airship as it guns down two more Quinjets and napalm's Thor.

"You dare set ablaze the god of Thunder? I am Thor! And you shall rue the day you were developed, fiendish technology! RUE IT!"

"I bet I could hit it." Barton mutters, looking at it as Thor is shot back by one of its missiles.

"That wouldn't be needed if I could get on board. I could probably shut it down." Pym adds.

"OK, I got a plan. Shrink down and we can get you there."

"How?" Pym asks them, as Tony looks towards Barton.

"Yo, Rhodey, Wilson, Danvers, we need something to distract their big gun." Tony speaks into his com device, as his friend and the two pilots receive his transmission.

"Got it, I know just the thing." Rhodey replies.

"We copy." Sam also replies, as they make a swift turn.

"Time to give 'em hell." Carol adds, taking aim with their weapons.

With that, the Quinjet flies rapidly around the airship, taking pot shots as it fails to get a lock on. From a further distance, War Marchine takes aim with his shoulder cannon, tearing into its armour but only doing superficial damage.

"OK, take your shot, Hunger Games." Tony turns to Barton as he holds up an arrow, with Pym, now the size of an ant, tied around the side.

"I'm not sure if this is a good id-EAH!" Pym is fired by the archer, hurling straight into its cockpit. The arrow lands above some computers as Pym unties himself and returns to normal size. "OK, that was rude."

"Cap, hang tight, I'm coming to get you." Tony speaks into the com device as his suit regains full function, before replacing the face mask and flying inside.

"Copy, I'm ready when you are." Cap replies as he stands inside, the two unconscious and tied up in chains with him gripping it. He counts down to himself as he holds out his hand, getting to two as Stark flies in, grabbing his arm and flying him out, Struckers in tow.

Back up in the airship, Pym takes off the panel above the fuel source, looking inside to spot the fuel tanker. Cracking his fingers, he shrinks down, jumping inside and pulling apart what he can, resulting in a trail of smoke being released as he jumps out.

"Now, this jetpack better work now." He mutters to himself as he turns back to leave, running away as the airship stops its systems and begins to shut down. He jumps out of the cockpit, freefalling for a second as he moves away from the falling machine and trying to fly with the jetpack...and failing. "I knew this was a waste of..."

"Not so fast, buddy boy; wouldn't want you going squish." He's cut off as Janet flies up, catching Pym before he falls and flying back up, before lowering down to the floor so they can both return to full size.

"Good work everyone." Fury radios in as the Quinjets land and, defeated, the HYDRA drones and airships pull out, unable to do much at this point as Thor destroys anything still fighting.

As he gets out, Cap pulls the two twins to their feet, almost holding them before Fury. With a small nod, Cap carries them towards the quinjet, locking them in a small prisoner hatch, separating them as he does so.

"So, we got the bad guys, got the hostage, and got their base. I think we did pretty well." Rhodey comments as he looks it over.

"Indeed we did Rhodes." Fury confirms, looking at the others. "Congratulations Barton, you made the team."

"Yeah, damn right I did."

"What about us?" Jan speaks up. "We're officially superheroes now, can't we join?"

"Uh..." Fury glances at the pair, turning to Clint to get his opinion.

"For non-combatants, they were pretty badass when they needed, and given some of the things this guy's been cooking up, I'd rather have him on our side before he turns into a supervillain or something."

"They were pretty brave out there." Cap adds.

"And I can vouch for them personally, and I can safely say they're good people; they'd be more than welcome on the team." Tony adds. "Plus, we kinda need Janet; the team's pretty much a sausage fest."

"OK then, Pym, Van Dyne, welcome to the team." Fury shrugs. "If they want you on board, I'm not going to argue."

"Wait, so, that's it? We're just 'the team'? Can't we have some snappy name?" Clint asks the group. "How about the Defenders, the Warriors, something along those lines?"

"Oh, I know, the Friendly Super Bunch!" Pym suggests, a bright smile on his face.

"We'll keep thinking." Tony responds as Thor and Banner rejoined them.

"We have avenged these great wrongs, surely we can think of a name." Thor adds.

"Yeah, handsome here is right; oh, I got it!" Janet declares proudly, getting an idea. "How about, 'the Avengers'. Sounds awesome, right?"

"It is pretty badass sounding." Clint adds.

"I like it." Cap muses, putting a hand on the shorter woman's shoulder. "Avengers; good call, miss, we're the Avengers."

"OK, we have a name, can we move on now? The more times you say it, the less intimidating it sounds." Tony tells them, rolling his eyes a bit. "Lets get going."

...

Two days later and six rolls of paperwork later, the disk-shaped mansion provided for the team's acomodation stands proudly, as inside, Tony glances around, admiring the newly installed tech.

"Ahh, nice and quiet, isn't it?" Tony comments as he enters the Avengers mansion's living room to see some members already inside, sitting around. "No big battles, no explosions. I feel we earned this, you know? Who's up for some pizza, maybe something to dri-" He's cut off by the doorbell ringing.

He moves to answer it, but the door opens before he gets there, and before he can react Janet is placing several bags in his hand.

"Do me a favour and take these to my new room, I'd like to just explore first before I unpack. And no peeking inside my stuff; I got stuff in there that's not for you to touch." She tells him as she walks past.

"Hey, what do I look like? A serv-" He's cut off by a dog running past and knocking him over as Barton enters.

"Yeah, and when you're done with that, mind setting up a place for my dog to sleep? I'd recommend not using the kitchen, because Barney's a bit nocturnal and spends most nights awake and making noise."

"Hey! No dogs on the premises-" He's cut off again, this time by Pym entering and dumping some bags near him, not even noticing he's there.

"Hey, do we have anywhere with enough room to set up my Ant research? I need plenty of sunlight and a cool and damp place to put it all."

"Hm, look at you." Rhodey laughs a little as he walks in, stopping to help Tony to his feet. "Not what you expected?"

"Clearly. I didn't think you'd all be moving in here so fast. _I_ don't even live here. Why do you guys all get to move in?"

"Team unity and all that." Banner answers as he calls from the living room. "Hey Barton, can you get your dog away from-Never mind, he just ate it."

"Oh, god damn it Barney, what did you just eat?" Barton questions as he runs back to the living room.

"What the hell is Green Arrow Lite doing with a dog anyway? Since when did he have a dog?"

"Hey, how come there's only one bathroom? And there's no lock here. What bathroom doesn't have a lock?" Janet calls down. "I refuse to live with this many boys and not have a lock on the bathroom."

"Hey, Tony, do you have anything to feed my ants? I can't find any-Oh geeze. Ugh, guys, I think I just lost all my ants."

"Oh god damn it." Tony mutters. "This is gonna suck."

...

Next time-

Before they have time to get used to their new living accommodations, the Avengers may have their hands full as they fight the ever adapting Ultron, and try to foil his nanotech based plans. Meanwhile, Luck finally finds wanabe hero Luke Cage as he tracks down the Avengers with his plab to join. Can he help them deal with this robotic menace, and earn his place on the team?

...

Notes:

-Thor is probably now my official favourite to write. Each one has a unique style (like, Tony's a good jerk, Cap's friendly and awesome, Hawkeye's blunt and awesome, Hank's incredibly dorky, etc), but Thor's hammyness is fun to write. But, then again, I love writing hammy characters. I kinda want to write Fantastic Four just to write Doom, but I'm not a big F4 fan, so...

-Like I said last time, I didn't want to make the team too big, and as such Falcon and Miss Marvel were demoted to just the team's pilots. But, that doesn't mean they can't be awesome. I hope the few small scenes with them dog fighting HYDRA looked as awesome as it was meant to be. Along with the mythology nod with his jacket and her scarf-thing. I'm still not sure what the practical use a red scarf thing around your waist has, or how a leotard would serve any use in battle.

-One thing I can't help but notice, this chapter is another 'invade the badguy's stronghold and take a lot of names' type, which I seem to write a lot of when writing Team battles. Hopefully I can avoid doing that in the future.

-Now, this chapter was a bit all over the place. I kinda didn't have any idea what I was going to do, so I just wrote a few random battles, deleted and rewrote them, and tried to piece together some way to make it a conceivable plot. I tried my best, hopefully it's enjoyable.

-Clint's dog is named after his brother in the comics, Barney. I actually included him having a dog in my plan long before Matt Fraction made it canon, argo why the dog isn't named Arrow/Lucky/Pizza Dog. The idea being he named the dog that after Barney's apparent death as a memento to his brother, and he got the dog from Mockingbird as a present.


	4. Imperative

Hey, sorry it took so long to update (How long? Well, I started writing this before the film came out, so), only reason I can give you is that writers block likes to sneak up on me. Lately, I keep getting sidetracked by other things and forget to write anything. I blame the fact that my mini laptop broke a month or so ago so I can't write anything on the train or at night when I can't sleep, which also means I have no way to tire myself out when I can't sleep so I'm having trouble sleeping lately. Fortunately, I also became sick recently, so I ended up getting some of that beechums blackcurrant flavoured hot drinks that make you feel better, and I discovered that they make sleeping easier.

Anyway, this is the chapter where Luke Cage comes into it, which is funny, because he's now the second character to appear in all three of my fics (after Fury, I think, unless there's someone else I'm forgetting), having guest stared in the X-Men fic and had a handful of cameos in my Spider-Man story back when he was just Carl Lucas, which is funny since he's not really a big favourite of mine.

This one's shorter than the others, being about half the size of my usual stories, but its part one of two, so. Either way, hope you enjoy it, so let's get started:

**I.M.P.E.R.A.T.I.V.E.**

Two days ago.

Harlem, New York.

In a small convenience store, not too big or fancy, located in a bad neighbourhood, the shopkeeper stands by the counter, sweeping up due to not having any customers. On edge, he sweats out of fear, knowing he's expecting company today.

"Not a lot of customers today, I see." A voice calls, as a small-time group of criminals enter the store, wielding basic bats and weapons, splitting apart to check out the store. "Hope that doesn't effect your payment, it'd be a shame if I have to leave empty handed."

"Please, I don't want to have any more trouble." The shop keeper stutters, backing up a bit.

"Too bad, we'd love some trouble. Wanna see?" The leader of the thugs ask, as one of his men swings a bat into the freezer, shattering the glass protecting the frozen foods.

"You...you should know...I've asked someone else, for a different kind of protection." The man tells them, as the leader of the group approaches him, knocking over a small stand of treats.

"Oh really? Who you gone running to? The police? You think we're scared of cops?"

"No, I ain't police." A voice announces behind him, as a silhouette blocks the entrance. "But maybe you're scared of me."

"Its Cage!" One of the criminals announces, pointing at the large, dark-skinned man wearing a bright yellow T-shirt, cracking his knuckles and staring them down.

"That's Mr Cage to punks like you." Luke Cage announces to them, cracking all his joints as the people look at him scared. Impulsively, one of the thugs swings at him with their weapon, only for it to shatter on impact.

"Oh geese-"

"Seriously? You know what I can do to you and you _still _try and take a swing at me with just a wooden plank? Man, you're a real special kind of stupid." Cage declares, glaring at the man as he tries to back away. With almost no effort, Cage grabs him and tosses him out the door, making him land hard on the road outside.

While glaring at the man slowly pulling himself up, Cage is almost blindsided by another of the thugs, who grabs a TV the cashier had playing and smashing it over his head. Almost, mind, as Cage barely felt the glass and plastic shatter, instead turning back to the man and merely kicking him once, sending him hurling back into one of the thugs, taking both out.

With only one standing, Cage merely gave the man a glare, and he was quick to run off out of the store. A small smirk on his face, Cage grabbed the two dazed thugs and tossed them out of the store, before turning to the store keep, who was struggling to clean up the damage.

"Here, lemme help ya with that." Cage offers, kneeling down to help the man, only to be rejected.

"No, its alright; I pay you to protect the store; cleaning it is what I do." The man states, shooing him away. "You can go now, help some other poor bastard."

"'Right; stay safe." Cage nodded, patting the man on the back as he left, stopping as he nearly stands on the dazed criminals. Raising an eyebrow, he knelt down, taking their wallets out of the back pockets. Checking the cash inside, he turned back to the store owner. "He, Julious? This is to cover the cost of the TV."

Tossing the wallets to the man, Cage departed, tossing the unconscious thugs over his shoulder to get them moved out of the way.

"Heya Cage." He hears calling to him from a car, as three young women stop, giving the local hero for hire a smile and a wave.

"Afternoon ladies." Cage nods to the young women, continuing on his way as they drive past.

"Spare change?" A crooked voice asks, as a homeless man sits with his dog, holding a small cup full of change. Smiling, Cage reached into his own pockets, realizing the only money he had on him was, in fact, change. Change he planned to use to buy his food later. Regardless, he hands the man the money, earning a nodding thank you as Cage continued, stopping by a dumpster, one he usually dumps the beaten crooks he takes down, so that the proper authorities can deal with it.

"You still on the clock?" A voice above calls, as a man stands, crouched above a small rooftop; dressed in green leather with a yellow mask and a highly visible dragon tattoo on his chest, the man drops down to join Cage, who steps back to let the man, Danny 'Iron Fist' Rand, land next to him.

"Just finished; you ready to get lunch?" Cage responds with a grin, bro-fisting him as the two exchange their own pleasantries. "'Course, you're paying if we are."

"Let me guess, work a little dry?" Rand replies back, walking with him to the closest place they could get food.

"You know how it is; crime in Harlem's been dropping like flies since long before I got into this game-which is good for the people, but not so good for my wallet, and with guys like Daredevil and Spidey giving the hero thing out for free, only people who're going to pay for a Hero-for-hire are guys who only got small problems like protection rackets or graffiti artists."

"I told you, you don't have to do things this way; I'd be happy to pay your bills, you know that." Danny offers, ordering them some food and sitting down.

"Yeah, because that's the guy I want to be, the one mooching off my rich buddy." Luke retorts with a small laugh as he sits with him. "Its alright, but the money's not really the problem; I just feel like I ain't doing enough, you know? I stop a few thugs, and that's good and all, but..."

"But you feel you can do more for the world." Danny sums up, accepting their sandwiches once the waitress hands it to them. "Look man, I get it, but you're looking out for the little guy; not everyone does that. We don't get Spider-Man down here in Harlem, and Daredevil sticks to Clinton; Harlem's got us looking out for it."

"Yeah, I guess you got a point. Still, there's got to be more I can do for Harlem than stop small thugs." Cage muses, sighing as he sits back, munching on his sandwich, glancing out of the window. In the distance, catching his eye, he spots a Quinjet flying past, Iron Man and War Machine flying alongside them.

"Hey, maybe you can ask them for a job; they might pay you more." Danny jokes, watching the jet fly past with a small snicker, eating his sandwhich as he sits back.

Cage, however, just keeps watching. Danny might not realize it, but he just had a pretty good idea.

...

The Vault, one of the biggest and most high profile prisons this side of the galaxy. Sited on the former grounds of Alcatraz, the Vault was built half a year ago by Norman Osborn, CEO of OScorp, Director of the Private Military Contractor HAMMER, and one of the top names on Fury's watch list. While not as high profile as Guantanamo Bay, the Vault is notable for one reason: It was designed to hold those that no other prison could. Mutants, super humans, radioactive beings that are more monster than man, and the odd sentient rock, this prison is potentially the most safe guarded fortress in the US, besides the White House.

A man on every tower, guards armed to fight the Hulk, and a machine designed to generate an energy to diffuse any super human power, no matter the origin, it could hold a god inside and not have trouble. Well, unless they were busted out by a group of mutant separatists, but that only happened once and they've taken precautions to avoid it happening again. As of now, no living thing, no matter how powerful, could enter or leave without permission.

Unfortunately, _he's_ not a living thing.

A shrouded figure bursts out of the water, firing metal blades at the guards before rushing into the surrounding forest, planted and artificially kept bellow zero degrees in order to make escape all that more difficult. Trees are pushed back, before the figure launches into the air, past the barrier and landing atop a watch tower. The guard didn't stand a chance, before he was ripped apart by the metal hands of the figure. They take his rifle, using it to kill the others in the nearby watchtowers to avoid them taking aim at them. They launch them self again, this time into the prison wall, kicking through it with his metal legs to give himself an entrance. He grabs a guard when they charge at him, before tossing the lonely man at the others and then speeding off, smashing through walls like they're nothing as the figure tries to find what its looking for. Who, its looking for.

Tunnelling inside, they paint the walls red as they slaughter anyone in its path, like death itself, an unstoppable force that will take whatever it wants whenever it pleases. In this case, its the metal head, stored inside the basement of the prison, guarded with even more security alongside other devices. He will be one again; Ultron will be one once more. Sentries and security doors begin to activate, but are taken down by an EMP greater than anything they prepared for, something that this figure didn't make the mistake of not doing.

It arrives outside the room that stores this and other technological marvels, confiscated from super villains or built by their own scientists, as HAMMER employees stand inside, cowering inside a safety bunker as the door to the basement is burst off, and the shrouded figure steps inside.

In the centre lies a metal skull, one that almost resembles an ant head. Taking off their hood, the figure reveals his headless state, as they take the head from its casing and replacing it above its stubbed off neck. Wires extend from the device, connecting to the other, entwining with it and reconnecting. He's whole once more.

"I..." The robotic being speaks to himself. "...Am, ULTRON!"

Suddenly, they dash to the cowering guards hidden inside their safety bunker, and within a second, all that's left is tattered clothing and puddles of blood, before the menace turns, looking at the other pieces of technology inside the room. He picks up a weapon of some kind, placing it above his wrist, and within seconds, his arm has sprouted tiny metal wires to integrate the weapon with his own systems. Then, and finally, one piece of technology that he has searched for, for quite some time. A small canister, holding a metal liquid. Nanobots: Reversed engineered from samples of alien techno-organic life forms, capable of changing the elemental structure of atoms themselves in order to shape vast amounts of mass into miraculous technological marvels.

Installing this last pieces, he waits as the nanobots are injected into his own body, watching as they cover his metal hide, reformatting him into a celled structure, not unlike an organic being, the very thing he despises. The technology blends, formats, joins together, reshaping his body into his original shape, his stolen weapon systems now built into his very core. Once finished, he stands, looking towards the rest of the weaponry inside this storage room, from explosive devices, to hacking devices, to power disrupters, to even Repulsars.

The Avengers are going to be needed.

...

Meanwhile, a large, demonic looking abomination of a creature emerges from the sea, rising like a horror from beyond imagination. Larger than an aircraft carrier, with more tentacles then an adult Japanese book, and a complexion no human should be able to imagine. It rises up, tearing apart nearby boats and oil stations. Then, over the sky, a figure flies above, like a blur of red and white, crashing into the creature, knocking it to the side. The figure flies back, watching as the creature recovers, before attacking again, this time sending them flying over the horizon. They fly after, until a large figure cuts off their view.

"Pym! You're in my view!" Thor shouts, as Henry walks past, half asleep and cutting Thor's view of the TV at their large breakfast table.

"Sorry?" The scientist turns, looking at him. "Oh, Sorry, I didn't get much sleep last night. I was busy working on a new project for Tony's company."

"Well, if you must wander sheepishly, do so in a room to which I am not trying to watch the animated Shazam series inside of which."

"What?" Tony asks as he enters the room from the entrance to the mansion, pieces of armour still removing themselves as he does so. "Sorry, but am I the only one who didn't understand what he was saying?"

"Nope." Clint answers, clogging Thor's view of the TV as he leaves a shower room, wearing only a towel and dripping with water. "But I don't have the slightest idea of what he's saying half the time. Say, does anyone know why the hot water isn't working?"

"Barton, I suggest you move. You are cutting away my view of Shazam with your wet naked chest!"

"Hey, do any of you guys know what's up with Vision?" Steve asks the group, also joining the crowded room after leaving the gym, removing a sweaty shirt and using it to dry his forehead. "He won't open the doors and let me put away any of the equipment."

"Rogers, please. I can't see Shazam!" Thor whines, no longer speaking in his usual tone.

"Hot water's not working?" Rhodey asks, joining them while covered in grease, having been repairing their jet. "Damn, I really need a shower."

"Hey, what the hell is with the bathroom?" Janet questions, walking into the area in her sleepwear and cutting off the rest of Thor's view. "You guys still don't have a lock. How am I supposed to use a bathroom without a lock?"

"Hey, I got more important things than fixing a lock so you can pee in peace." Tony replies, while Thor tries to peer past them to watch his show, growing annoyed.

"If we're installing locks, can I have one for my room? I'm not going to go accusing anyone, but someone seems to be taking my books." Banner asks, now joining the others, cutting the bit of view that Thor had managed to achieve via standing up.

"By the power of the Allfather!" Thor shouts out, roaring as he stands. "I only wish to view my cartoon, and none of you can give me that. A curse upon you all, I'm going to Jane Foster's house. She'll let me watch my Shazam." With that, Thor marches away, bumping shoulders with Banner, knocking him the side.

"Owe. And people think I have anger issues." Bruce comments, covering his ears from the loudness of the shouting and looking to the others.

"Anyway, back on topic, why isn't there a lock on the bathroom?" Janet repeats towards Tony more, returning the conversation to topic she decided on. "There's no privacy here, its things like that that make me question why I agreed to live in a house filled with nothing but guys." As she finishes this, she then realizes that some of the boys are actually shirtless right now. "OK, I think I remember _now_ why I agreed to it, but still. That doesn't change the fact that-"

"Wait, hold that thought." Tony interrupts, holding a hand up before turning to Steve. "What did you say about Vision?"

"That he wouldn't respond when I asked him to unlock the doors." Steve explains simply.

"OK, that's what I thought you said." He turns to his own little world for a second, looking to the corner of the ceiling. "Hey, Vision. Hello? Big V? Vizzy? OK, time to panick. Vision's turned himself off."

"Panick? Why? So we don't have anyone to tell us good morning and make comments until you fix him, what's the big deal?" Clint asks.

"The 'big deal' is that Vision controls pretty much everything. My armour, Rhodey's armour, the house systems, SHIELD's _defence_ systems, our motion detectors, our communication, even the heater for the shower."

"That explains one thing." Barton muses.

"Motion detectors?" Jan raises a questioning eyebrow.

"Yeah, in case we're attacked or someone tries to invade. If the doorbell rings, we have no way to tell if its some nut job or a girl scout selling cookies."

"Do girl scouts even come here?" Pym asks, rejoining the other's conversation with a bowl of cereal.

"Yeah, Thor made a deal. We get free cookies every Saturday morning." Banner answers.

"Oh, I could go for some cookies." Janet notes, smiling at that.

"Please stop talking about cookies." Tony mutters, gripping his nose. "Anyway, another reason this is bad is that Vision automatically reboots. If he's offline, that means for some reason he hasn't automatically rebooted himself. Someone's sabotaged him-"

Then, Stark is cut off by the noise of the doorbell.

"Huh, is today Saturday?" Barton quips, looking towards the door as Tony goes to answer it.

"Not last time I checked. Rhodey, go contact SHIELD to see if Vision is up for them, I'm going to see who it is."

Outside, Luke Cage eagerly awaits them to open the door. Stretching quickly, he's dressed in his best yellow shirt and black slacks, which are, really, his _only_ shirt and slacks.

"Hello?" Tony asks, answering the door.

"Hi, my name's Luke Cage, and I've noticed that you are a group of Super heroes." Cage starts, smiling pleasantly while holding out a hand to shake. "I'm not sure if there's any formal way you hire people, but, I was wondering if I could apply for a place on this team. Now, I'm sure you're probably not interested, but if you'll here me out, I'm sure you'd think I could be a valued member of the team. You see, I-"

"You're right, I'm not interested." He replies, slamming the door in his face and walking back to the others.

"Who was that?" Janet asks.

"Another wannabe trying to join the team. You'd think they'd get the message already." Tony replies yawning a little; Cage is far from the first person to ask for membership, but given the bulk of those who apply to join the team have proven to be people not equipped to be heroes, Tony's far from willing to hire any.

"Just tried calling SHIELD HQ, no answer." Rhodey tells the group, returning and holding the phone. "Vision must be completely down."

"Damn, this is seriously bad. OK, that's my afternoon planned, anybody need me I'm going to be downstairs trying to get Vision back online." Tony announces, sighing as he heads downstairs.

"Yeah, while you're doing that, we'll be busy out on a mission." Clint adds as he begins to leave as well.

"What mission?" Hank asks, raising and eyebrow as Clint was about to enter his room.

"Black Ops, its classified. Just something me and Steve volunteered to do for SHIELD." Clint replies as he closes the door after himself.

"I thought being in the Avengers meant we didn't have to do sneaky, undercover stuff?" Banner questions, filling up a glass to drink something.

"That's why its only me and Clint doing it, not a whole team." Steve replies, shrugging a little as he hears the door knocking again. "Well, there's some others involved, but can't really disclose who. I should probably get ready, somebody mind answering the door."

"Fine, I'll do it." Banner sighs after five seconds of no one getting up, heading to answer the door, finding Luke Cage there once more.

"So, yeah, as I was telling that Stark guy, I'm a hero like you guys, superpowers and everything, but I've not really had much look getting into things. Crime's been down a lot in this city, so I'm kinda out of work." Luke says to him, smiling politely as he does so. "So, if you're interested, I can help you fight crime and save lives, you know, fight for truth, justice, and that other stuff."

"I'm sorry, we're not really recruiting right now." Banner starts, not really sure how to say it to him. Looking at him awkwardly, he watches as the tall man appears dejected, making him feel guilty for having to reject him. "But, uh, you want to come inside?"

So, for about half an hour, Luke sits patiently as the other Avengers move around, most of them ignoring him.

Eventually, the bulk of them leave to go do something Avenger-y, so Luke sits alone, stroking the back of Barton's dog, as the archer sits opposite him, tweaking his bow a little.

"So, what powers do you have?" Luke asks him, causing Hawkeye to glance up once, then return to looking down at his bow.

"Nothing. I'm normal."

"So, why are you on a team of superheroes if you're just a normal human guy?"

"Because I'm good at being normal." He replies simply, fixing his bow and collapsing it, before turning to the side. "You done yet Cap?"

"Yeah, I'm good." Cap says to him as he walks into the main room, adjusting his suit around his neck. Luke looks up and stands, widening his eyes a little.

"You're Captain America." He mutters a little, before shaking his hand. "Its an honour to meet you, I'm a huge fan."

"Thanks, I get that a lot." He replies smiling politely. "Could you not squeeze my hand so tightly?"

"Oh, sorry, my bad." Cage responds immediately in an awkward, humbled tone, releasing his grip on Cap's hand immediately.

"That's quite a grip on you." Cap muses, raising an eyebrow at the man as he briefly nurses his hand; its not often that someone's able to squeeze his hand tight enough to cause him pain. "Super strength?"

"That, and my skin's as strong as steel." Cage explains, a small hit of pride in his voice as he explains. "Every cell in my body's made of metal, even if it don't look it. I can take a beating and dish one out even worse."

"Hm, interesting power set." Steve replies, nodding and listening.

"Yeah, its real great, but can we wrap this up? We're running late." Hawkeye reminds the two, a little more impatient than Steve is. "They aren't going to be able to wait forever on us."

"Right, we should get going." Steve nods, putting his shield on his back, turning back to Cage. "It was good talking to you..."

"Cage; Luke Cage." The man answers, nodding back. "So, uh, do you guys need me to do anything?"

"Yeah, watch my dog." Barton replies as he begins to head out. "We've got a mission to go do, and nobody else is here. Except Tony, but he's an asshole who hates dogs, so."

"Right, take care of the dog, got it. But, remember, I'm really useful, so if you ever need help on a mission to save the world, I'm game."

"Right, we'll remember that." Hawkeye rolls his eyes a little, placing his goggles just above his head as he walks out alongside Cap, waiting as a Quinjet descends to pick them up.

...

"So, what happened here?" Janet asks as they're flown in a Quinjet to a site just outside of New York, surrounded by SHIELD officials.

"Helicarrier crash." The pilot, Carol Danvers, replies as they begin to descend. "When Vision went down, the backup system had to take over. It couldn't operate the more complex security measures that Vision does, and were taken out by whatever attacked."

"Do we know what attacked it?" Banner questions, looking at the damage out the window, as the site of the large Helicarrier, now imbedded into the ground and surrounded by rubble, sits with other Quinjets descending and floating around. "And how'd we get the alert if Vision was down?"

"No idea what, but we got the Intel from some short wave radio frequencies." Danvers answers, as she flips some switches to allow them to land and exit.

"Avengers, about time." Fury motions to them, while standing next to some crouching analysts as they look over a partially destroyed computer. "There's some of you missing."

"Tony's still trying to reboot Vision, while Steve and Clint are doing some secret mission." Pym replies, looking at some of the damage.

"Right, forgot about that. Pym, you know about computers right?"

"I majored at MIT, yeah, I know how to use them. Why?"

"The attack wasn't just some random hit by someone lucky, they were a professional. All the men and women on board were dead before it hit the ground. And, we think they were after some data stored on the computers."

"Ok, let me have a look." Henry shrugs, kneeling down to look at the computer with the analysts. "Oh-Kay, may take me a while, but I might be able to recover whatever was on this. Hopefully, I can also find out what's wrong with Vision while doing it."

"Good, we'll need you to work on that. Everyone else, we'll need you to keep an eye out here. Right now we're sitting ducks. We have all our other forces staying put to protect wherever they're stationed, so we'll need all the help we can get." Fury informs them, getting a nod of agreement. Of course, they're not as much of a target as they think.

...

Meanwhile, in a small country off the coast of South America, a hell hole of a former city lies in ruins, overtaken many years ago by local insurgents, and now just a wasteland, used for executions and torture by those captured by the insurgents. Two months ago, SHIELD got a tip off that they had acquired some 'special equipment', and they sent an agent in to infiltrate the group and see what they have. The agent has done their work, and now needs extracting.

Cue, Hawkeye and Captain America's job.

The insurgents, stationing themselves inside an old building, lead the way up some stairs, guns held onto a young looking woman, with pale skin, dark red hair, and a torn, black uniform, the standard uniform for SHIELD's spies and assassins.

Natasha Romanoff, former Soviet super spy, turned SHIELD operative, codenamed Black Widow; originating from World War 2, she was once one of the KGB's best assets, before defected to SHIELD two years before the collapse of the Soviet Union. Now, she's biding her time, as her 'captors' lead her to the top of the building, entering an open room with the windows shattered and removed, leaving it empty except for the natural light. They lead her towards a window, leaving her there as they step back, drawing their weapons and aiming. Two set up a camera, recording them as they begin.

In their own language, the insurgents begin reading a 'message' to send to SHIELD, warning them of the price for interfering in their work. The language she recognizes quickly, though the threats they make just make her smirk the way she would had they been in English. No matter the language, its always cute when they think they've got her caught.

The Black Widow stands still, listening carefully, until she hears what she was waiting for. A whistling sound.

Before any of them can react, she's ripping apart the cuffs on her arms while diving out of the window, holding her hand out as an arrow flies just past, with a metal cord attached. She grabs onto the cord once the arrow hits the wall, slowing down her descent until she comes to a stop, looking down and motioning towards Hawkeye, who nods in reply, pressing a switch on his belt to bring the cord back, pulling him up towards her.

Two of the insurgents lean over the edge, only for two fists to hit into their faces, and tossing them back out the window while attaching two more wires to them, hanging them by their ankles as they get back inside.

"Your welcome." Clint mutters as Natasha takes two guns from his belt to fight with, the two firing their respective weapons at the enemy, causing them to disperse and escape.

"You're late."

"Yeah, our computer's are down, kinda hard to get everything prepared."

The former assassin dodges out of the way of a grenade as the former criminal kicks it back, only for her to push him out of the way of two assault riffle bullets. He fires an explosive arrow up at the ceiling, collapsing it and giving them some cover to dodge.

"Oh, and next time you plan to get executed, could you maybe give us some more heads up first, this could have gone more smoothly if you gave us a week to plan ahead and not two days."

"Can you do anything other than bitch?" She replies while tossing a grenade back to them, rolling her eyes at him.

"I can dance a little for you, but it'd cost you a few bucks." He fires an arrow out blindly, collapsing the roof more, resulting in the enemy ceasing fire. Widow peers out, aiming the two guns at whoever's still conscious. Before the enemy can pick up their own weapons, a whistling sound is heard, until an object flies into their weapon, cutting it in half as the familiar, red white and blue coloured shield imbeds into the floor. They look up to see Captain America himself, parachuting down, landing next to the insurgent and hitting them with a right hook, taking them down quickly.

"You two OK?" He asks, nodding to the two, as Hawkeye replaces his bow.

"Fine as I can be after nearly being shot to death." Barton replies, stretching his arms out a little.

"Ignore him, he's in a cranky mood." Romanoff explains as she checks the ammo in her guns, while picking up some of their weapons. "KGB issue riffles, mixed with the latest Stark weaponry. Someone's leaking these people your little friend's toys."

"We know, Tony's been tracing some leak in his dad's company since the HYDRA raid last month." Rogers adds to that, looking back to the sky to signal the Quinjet. "Sam, how's the sky looking?"

"Nothing I can see here. They're all either scattered, or lying around the building you're in." The pilot explains while descending the jet to give them a way onto it.

"Good, we'll round up whoever's left, and have them delivered to the Triskelion ASAP." Rogers replies, as Barton notices someone behind him, hiding behind a wall.

"Hey! Show yourself!" He shouts, drawing one of the pistols Natasha took from him and aiming at the guy, only for him to run.

"I've got him." Cap states as he runs after him, following him down the stairs as the man, clearly knowing this won't end well for him if he doesn't keep running, starts hopping over the sides to get down faster, before darting out of a small window and sliding down an old fire escape, with Cap chasing after. The man runs over an abandoned, overturned car, leaping and diving into a small lake, with Cap leaping over the car and tackling him in the water, placing him in a sleeper hold to get him to stop thrashing as he swims back up, pulling him back onto the surface, and onto the street.

They cough, trying to get back up while reaching for a weapon, only for an arrow to fly at the gun in their hand, trapping it to the floor.

"Hey Cap, tell the very stupid man that unless he wants the next arrow through his hand, he should stop running and acting so damn idiotic." Barton tells him through a com link as he aims through the wide open wall.

"Look who's talking." Natasha adds, as Barton takes out a second arrow, connecting it to a tether he attaches to the floor, firing the arrow down next to the man before stepping onto the tether, sliding across it and down to the street as Widow follows suit.

"You speak English?" Cap asks the man, as he looks terrified from either one.

"He's a Latvarian." Widow speaks up, crouching above the man while holding a gun to his face. "Sveiki stulbs cilvēks, tu runā Latviski?"

For the sake of understanding, here's the translation:

-Hey, Dumbass, you speak Latvian?-

"Jā, jā es." He replies, quivering as Barton continues pointing an arrow at him from one side, with Widow holding another to him.

-Yes, yes I do-

"Kam tu strādā?" She continues. "Atbildēt ātri un mans draugs ar bultiņu atradīsiet savu mīļāko ķermeņa daļu, un padarīt jūs ienīst to, jums ir dzimuši ar to."

-Who do you work for? Answer quickly or my friend with the arrow will find your favourite body part, and make you hate the fact you were born with it.-

"Amerikāņu! Man bija nolīgusi amerikāņu uzņēmējs!" He starts, only for Barton to interrupt when he notices something in the distance, light reflecting from a piece of glass. Such as a scope of some kind. "Viņa vārds ir St-"

-An American! I was hired by an American businessman! His name is St-

"Sniper! Look out!" He pushes Natasha out of the way as Cap grabs him, covering the two with his shield as the sniper fires, killing the man they were interrogating.

"Damn it!" Natasha yells as Barton takes aim at the sniper, firing an arrow at him.

The man aiming at them appears to be a young man, no older than either of them, wearing a torn, dark grey jacket over black body armour and, with brown hair and a black face mask, with goggles attached. He fires another bullet, one that, incredibly, knocks the arrow out of its course, before turning to leave.

"Who was that?" Cap asks, as the other two just look on in awe.

"The guy just shot my arrow!" Barton yells, throwing his bow to the ground angrily, like a child who just failed a videogame. "How the hell can he do that?"

"He didn't even appear on radar." Sam adds, talking through the radio as he floats above in the Quinjet. "I've never seen anyone like that; any ideas who it is?"

"I do." Natasha explains, replacing her weapons, a grim expression on her face. "He's a Soviet sniper, a super soldier...and we actually just got lucky."

"Who is he?" Cap asks, raising an eyebrow. "What's his name?"

"He's a ghost." She starts, explaining ominously. "Within our circles, there's stories about people like him, urban legends and ghost stories, the stuff most don't even take as real. Most of the world doesn't know, or believe, he exists; he's a relic of the super-human arms race during the cold war, and one of the KGB's former assets. They call him the Winter Soldier."

"Winter Soldier? For real? I heard stories of that guy." Hawkeye comments while picking up his bow, checking that he didn't damage it. "Jesus, he's the guy who makes the White Death look like an amateur. "

"We should head back to the states with whatever info we have." Natasha states, walking past them towards the Quinjet as it lowers for them to board.

"She OK?" Steve asks, raising an eyebrow. "She looks like she's seena a ghost."

"Worse than that; it takes a lot more than a ghost to spook Nat out like that." Clint muses while a SHIELD clean-up crew deploys to gather up everything and everyone left.

"You two coming or what?" Sam asks as he briefly steps out to greet them. "Because, If you want to stick around here, you're doing it by yourselves."

"Yeah, come on, I'd rather not spend any more time in this third world dump then we have to." Clint sighs, getting inside alongside Steve, with Sam nodding, patting the latter on the shoulder as he went back to the pilot controls. Soon, they'd be up and out of there

…

Back at the mansion, Tony lies underneath a large console in the underground lab while rewiring something inside. He changes some transistors and other words that sound smart, while finishing up whatever's left.

He pulls himself out, sighing from exhaustion as he replaces he cover. He's finished rewiring Vision's core and turning off his system, just needs to reboot him to get him back online.

He heads upstairs, walking past the living quarters as he makes his way to the kitchen, though stops and walks back, looking at Luke.

"Uh, aren't you the guy I slammed a door in?" Tony asks, pulling a confused face.

"Well, kinda. That skinny guy, what's his name, Bruce, told me I could come in. Then the archer guy told me to look after his dog." Cage explains with a shrug.

"Well, whatever. Here, take fifty bucks, go take Barton's mutt for a walk." Tony hands him some money, walking back towards the kitchen, where Vision's reboot switch is located.

"Er, OK, sure." He takes the money, while taking a lead and connecting it to the dog, shrugging his shoulders. Sure, walking their dog might not be what he imagined, but at last he's getting paid.

Stark opens a small console next to the fridge, pressing a few buttons and turning a key, causing whatever electricity was in the house to go out, before slowly return.

"NO!" Vision yells, as he comes back online while turning on the weapon systems.

"Nice of you to come back online." Tony muses as a holagram of Vision appears in front of him, one that keeps lagging, twitching, and apparently glitching out.

"Stark! Get suited up now!" The AI yells, while distorting every second or so.

"OK, what's the problem?" Tony raises an eyebrow, not quite taking him seriously. The weird glitching is unusual, but this is the first time Vision's needed to reset so he doesn't take this seriously.

"There's someone-no, something- attacking my system."

"OK, elaborate." Tony tells him, only now starting to take it seriously as he takes a drink.

"I didn't get shut down Stark. I was online all this time. I just couldn't operate. I was being scrambled. There was something interfering with my signal." Tony drops his glass at that. "They're running the same system I use. They're still trying to keep me down. I can feel it, they're recalibrating their attack. Stark!"

"Vision!?" Tony shouts as the lights go out again, leaving Tony without the AI. And, without a way to contact the others.

He abandons his drink, heading out of the kitchen as he hears the door open and footsteps enter the mansion. Guess they got back early then.

"Avengers, we've got a problem-" He starts while turning, but stops when he sees the figure standing in the hallway.

"Hello, Mr Stark." Ultron introduces himself, looking at him with his usual death glare. "I see you got my message. Let's talk."

…

Next time-With Vision still unable to help and Tony trapped alone with Ultron, the remaining Avengers find some trouble when they realize what's going on. It might take a little trust in someone they just met to win this battle, and things are not helped by the fact Tony's been keeping some secrets. Can the team unite and fight the ultimate weapon?

Notes:

-The language Widow and the Latvarian insurgent were speaking was actually Latvian, the language of Latvia. I thought that, with the similar sounding names, it would, probably, work as a stand in for whatever natural language Latvaria would have. For any problems with the translation, blame google.

-The Winter Soldier bit was something I thought of for a while. I wanted to bring Widow in with a story linking her to Bucky, and since she's going to join the team soon I decided to build up to that here. Ironically enough, he's getting quite a bit of exposure recently, what with being the plot of the next Captain America film and appearing in the, recently cancelled, animated series. Sure, he's no Wolverine and its nothing compared to the way Barbara Gordon is being treated recently, but still more than you'd expect from the guy who a few years ago was part of the phrase 'No one stays dead in comics except Bucky, Jason, Gwen and Uncle Ben', or whatever variation there was. Now, if only other characters I like would get exposed a little more.

-'The White Death', or rather Simo Hayha, is, to those who don't know, the single greatest sniper in human history. He was a Finnish farmer-turned soldier during the Winter War, who basically, almost by himself, drove Soviet Russia away from Finland. The guy was a one man army, he was so great he didn't even use a scope, he just used his iron sight, and had an average of five kills a day during his hundred days of service. The Soviets tried everything to kill the guy, from other snipers to artillery strikes to even carpet bombing the whole damn area, and the most they did was damage his coat. They eventually got him in the jaw with an exploding bullet, but he just got back up, killed the guy who shot him, walked back to base and went into a coma, waking up the day that, coincidentally, Russia surrendered and pulled out (which _totally_ had _nothing_ to do with him waking up). The guy only died in 2002, peacefully. In summary, he's living proof that badass normal heroes like Hawkeye are completely possible in real life giving the training and talent.

-The grammar may be more off than usual, I was using my family's laptop for part of this and the keyboard's a little weird. I tried to fix what I could, but there may be a few mistakes I missed.

-I didn't plan this chapter to be quite as short, but it ended up such. Sorry it took so long to get done, I was busy with other stuff. Anyway, tha's all, hope you enjoyed it, don't forget to review.


	5. Hero for Hire

Well, here's part two of the second arc. Hope you enjoy:

**H.E.R.O. F.O.R. H.I.R.E.**

"How's it looking Pym?" Fury asks, as Hank continues to look over the machinery.

"Well, so far, fairly well. It's a lot simpler than I thought." Pym replies, pressing a few keys on a small computer tablet. "Vision's firewalls must be deactivated because of the attack, so its not that…hold on, I'm in."

"What do you see?" Jan asks, kneeling down to see what he's doing.

"I see…an active, working Vision. He's not offline guys, he's working perfectly well."

"Then what's up with him?" Bruce questions as he leans over to get a look.

"His signal is, apparently, being jammed."

"Meaning?" Jan tilts her head in confusion.

"That some, entity, operating on the same focal frequency as Vision is, actively, keeping him out. Luckily, from the look of Vision's signal, I can probably find out who's responsible." He begins pushing a few keys, before gasping at what he sees. "That bastard…"

"Huh?" Jan and Bruce step back as Hank pulls himself up, pushing past them.

"Did you know?" He asks Fury, who just looks at him with his usual glare.

"That honestly depends on what I'm supposed to know." He replies, as Pym hands him the tablet so he can look at it. "Is…is that what I think it is?"

"Who, what?" Jan asks, as the two remain silent for a few seconds, before Fury turns to call the others.

"Everyone, gather the quinjets, we've got a red alert."

"Sir." A young, blond haired female agent approaches him. "We got a silent alarm tripped, at the Avengers Mansion. I'm not sure what's responsible, but I think its giving Stark a pep talk."

Fury turns to the agent, nodding when he hears that.

"Morse, go find Thor, he should be at Jane Foster's apartment, I need you to fetch him. Take Coulson's LMD, that'll help track him down." He tells the agent, who nods and leaves to do so. "OK, we need a plan of action. We've got a serious threat, and its at our own front door."

"Will someone PLEASE tell me what's going on?" Jan asks, looking around as everyone is prepping for war.

"Ultron." Pym replies grimly, placing a hand on her shoulder to motion her to move.

…

"Well, you're no quite my usual company." Tony speaks up, removing a crack in his throat.

"And this is not my usual method." Ultron replies. "Normally I would have just killed you and taken what I wanted."

"And…that would be?" Tony asks, moving to the side counter and picking up a broken lightbulb, currently lacking the actual bulb, while continuing talking.

"Power, Mr Stark, and the eradication of you all. Sentience is something wasted upon your species, and I plan to, fix, that."

"Oh, so by that, you mean, kill all humans. Totally original, by the way, and not something you'd expect from a Saturday morning cartoon." Stark snarks as he turns to pick up a broken electric egg beater, removing the beater and motor parts.

"If you're trying to build some kind of weapon, don't bother." Ultron tells him as he moves to just inches away from Tony as soon as he turns around.

"Can't blame a guy for trying, right?" He replies, continuing his tinkering; if he could, Ultron would roll his eyes at the waste of time. "So, if you want to kill all humans, why haven't you just killed me?"

"Because, I need you…alive. I need your arc reactor technology. Your firewalls protecting its design are, far more advanced than expected, every scan I've taken of the arc reactors are blocked out by the Vibranium inside their cores, and they appear set to explode if tampered with. Keeping you alive is needed, so I may take what I need to bypass these issues from you."

"Now, I know this is probably an absolutely terrible question to ask, but how do you plan on doing that?" He asks, causing Ultron to lift his hand, transforming it into a three fingered clawed object, sparkling with electricity. "Huh, and…what is that?"

"A device originally designed by OScorp, to retrieve information from a living brain." He explains, as Tony finishes what he was making.

"Really, because…" He turns the contraption on, stabbing Ultron in the chest with it as it sparks like a taser. "This is a device…designed by me…to buy me some time…bitch."

Ultron falls back from the attack, the nanobots forming his body reacting poorly to this attack as they struggle to reform, giving him time to run. Ultron recovers as soon as he's out of the kitchen, chasing after him. Tony dives over the couch, pressing a switch on the floor to open a secret entrance to his lab, sliding down as it closes behind, just as Ultron destroys the couch.

"Stark." Ultron growls, before turning to find another entrance to the lab.

"Hey, anyone home?" Cage asks as he returns to the mansion, Barton's dog running ahead of him. The dog stops for a moment, before running down a hallway growling. "Hey, wait, haven't taken off your lead yet."

He follows the dog, turning around the hallway, expecting to see the dog still running. Instead, it lays on the floor unconscious, as Ultron wipes a bit of its blood from his hand.

"Sweet Christm-" He starts, only to be blasted back.

"Imbecile." Ultron mutters, turning back before continuing his hunt for Stark.

…

"OK gentlemen, welcome back to SHIELD." A SHIELD officer welcomes Steve, Clint, and the others as they get off of the Quinjet, walking down the helicarrier.

"Great, somebody take my bags." Barton replies as he motions for two agents to pick up two large duffel bags, all containing multiple arrows.

"I'll be filling in the report." Natasha informs the others, nodding as she departs.

"Yeah, and I'm running late on a support meeting, so I'll catch you guys later." Sam adds, patting Cap on the shoulder as he heads of down his route, leaving Steve and Clint alone, with two agents carrying Hawkeye's arrows.

"Do you really need all those arrows?" Cap asks him as they walk down the SHIELD walkway.

"Not always, but it pays to be prepared." He replies simply, walking while adjusting his bow.

"If you don't mind me asking, why a bow?"

"What's wrong with me using a bow?" He raises an eyebrow, looking at him in a questioning manner.

"Nothing, just, don't you think it's a little dated?"

"Coming from the guy who was born before TV, I doubt that."

"But, why not a crossbow, or a gun?"

"Crossbows are a bitch to carry around and reload, too much hassle, and only way around that is to make them so weak they're practically toys."

"And a gun?"

"Recoil, it sucks ass. I'm OK using one when I need it, but I just hate using them. Plus, I hate how loud they are, a bow's a lot easier to manage and doesn't nearly hurt my ears as much." Clint answers. "And on top of that, I can't modify a bullet to be non-lethal."

"Still, there's got to be something easier to use then a bow."

"Like a shield?"

"OK, got me there." Cap shrugs, knowing he's not going to win this argument.

"Don't worry about me Cap, I'm not going to get killed because my weapon's too dated. Besides, I've got more than one." He motions to his back, as he holds a black recurve bow on his back, while holding up the purple compound bow in his hand, and a smaller fold-up bow Tony gave him on his left arm. "And it's not particularly hard to make one out of scraps if I need to."

"Guess that makes sense." He nods in agreement, as Maria Hill approaches the two.

"No time for a break, you two are needed, now."

"Let me guess, pickle jar won't open?" Clint quips as the second in command of SHIELD barely acknowledges him speaking.

"We've got a Deathcon 2, at your mansion."

"A supervillain attack?" Steve asks, getting a nod in reply.

"Who we looking at? Absorbing Man? Whiplash? Blonksy?"

"Ultron. It's at your home, and it's pissed. Get what you need, your leaving in five."

"Well, I'm ghonna need all my arrows." Barton notes, motioning for the two agents to follow as they turn to one of the Quinjets.

…

"You cannot run forever Stark." Ultron states, blasting open his lab doors as, slowly, Stark suits up into one of his armours, one with a darker red and sliver paintjob, with slightly thicker armour around the shoulders, wrists, and head.

"Don't need to run, just need to buy time."

"Your AI is down, you do not have what is needed to run your armours."

"Yeah, 'bout that." Tony smirks as the armour finishes covering him up. "This one's new." Ultron begins to move, only for Tony to to hold an arm up, firing him back with his repulsars. "I call it the Centurion, new prototype, designed to work without Vision's computing, just in case he ever goes down."

"It still deters to me, Anthony Stark." Ultron declares, activating a force field as he dashes forward, tackling Tony's armour upwards, smashing a hole into the living room. The two crash around, with Ultron clinging to Tony, ripping a part of the armour off. With a simple punch, Tony pushes him back but the metal psychopath continues clinging to him, opening its metal jaw and releasing a blast of thermal energy, blasting Tony down.

As Tony recovers from the initial shock while his armour still begins to charge up, Ultron stands above him. "I would suggest you disarm and surrender, or else this will be very painful-"

Ultron's cut off by a fridge hitting him upside his metal head.

"Painful for you, you mean." Cage comments, hitting him again with the fridge, knocking him out of the window, before going to help Tony up.

"You call that a one liner? If you're going to join us you're going to need something better than that." Tony comments, as his armour becomes fully capable, allowing him to float.

"Wait, did you just invite me in?"

"Well, you did just knock Ultron around like he was a baseball. You wanted in? Welcome to big leagues, tight-shirt. Just, don't get killed until you've signed insurance papers and all."

"So…I'm an Avenger?" He starts to smile lightly, until he feels a burning sensation hit his shoulder, as Ultron fires at him.

"Pretty much, yeah, now let's go kick some robot ass."

…

"Are we going to talk about this, or are you just going to eat?"

Thor looks up from his plate, sitting in a diner along with a brunette woman.

"Talk about what, Jane?"

"You essentially abducting me so I could have dinner with you." Jane Foster, Thor's girlfriend and fiancé from his time as Donald Blake, tells him. "Look, Don, Thor, whatever, I get your playing superhero now, but there's such thing as a phone. It'd be nice to be told beforehand if I'm going to be taken off to dinner."

"I apologise. I needed breakfast. The Avengers mansion was too crowded."

"Having trouble adapting to a bigger team?"

"No, just need a bigger home."

"Have you visited that place you come from recently? That, Asgard?"

"Not in a while. I do need to see how my father and brothers are doing. If just to stay informed."

"Well that's…" She drifts off as she looks up, spotting a Quinjet descending on the street, and two agents stepping out. "Big."

Agent Morse gets out, adjusting her lenses as she looks around, spotting Thor and heading over to him.

"Thor Odinson? You're not easy to track down, are you?" She asks him, smirking a little as he looks up, pulling a strange face.

"Pardon?"

"Bobbi Morse, Agent of SHIELD. You need to come with me. Your teammates need your help."

"My help? But I've not heard a word from Vision or Stark."

"That's part of the problem, Vision's down, Stark's in trouble, and the Avengers are kind of in the need of assembling here."

"Well, I'll be right on it." Thor stands up, finishing his food quickly and gripping his hammer. "I apologise for my rudeness Jane, but I must depart."

"Its OK, go fight crime and whatnot." She tells him, as he nods and turns away.

"By the power Mjolnir, I say, NAY!" He leaps up, flying at incredibly speeds as he dashes towards the home of the Avengers.

"Does he, does he always do that?" Agent Morse asks the doctor, taking her glasses off to look at the sight with her own eyes.

…

"Damn it." Luke Cage mutters as he's knocked down to the floor again, before being kicked in the gut by Ultron, with enough force to send him hurling far back from the scene.

Tony turns back to Ultron after watching this, firing the weaponry in his arms, though Ultron deflects the small rockets and gunfire as they hit him.

"I am an enigma of technology, Anthony Stark. Nothing you can throw at me will have any effect." Ultron declares, rushing forward to strike Tony's faceplate straight off, before grabbing his armour by the arms and ripping the metal gauntlets off of his hands. He gets ready to punch once more but Tony fires his uni-beam, blasting him off.

"You really shouldn't of done that." Tony tells him, looking up a bit.

"I took out your weapons, and the devices used to control your armour. I see no reason why I shouldn't have done that." He replies, until his head is pushed forward as an arrow hits him in the back of his head.

"Funny, I see one." Ultron begins to turn around, only for two more arrows to hit him in his optic sockets. "Well, now I see three, but its understandable you wouldn't be able to see any of them."

As each arrow explodes, several Quinjets approach. Hawkeye, hanging out of one, takes two more arrows from his quiver, as some of the Avengers exit from the Quinjets.

"Avengers!" Cap yells, holding his shield out as he leaps from one of the quinjets, landing on the floor in a roll while running at Ultron. "ASSEMBLE!"

Ultron gets to his feet, the nanobots forming his body repairing the optic damage while dealing with the smoke emitting from them. He looks on as Cap approaches him, getting ready to fight him, but he's cut off from a sudden blast from the side, as Wasp flies in.

"Insignificant damage. Your attacks are meaningless to me." Ulron states as he gets back up, but in doing so left himself wide open for Cap to bash him with his shield, knocking him back.

"Maybe, but they do get on your nerves and, that's enough for me." Wasp smiles brightly as he recovers, only to then get hit by Cap again, and again.

He regains his composure and pushes Cap back, getting ready to strike him down when his attack is cut off once again by Wasp's stingers.

"Troll, troll, troll-lololol lol." She sings while firing blast after blast. They may be virtually harmless, but they at least stop him from attacking.

"You guys sure took your sweat ass time." Stark yells as Pym, sneaking up close at Ant size, changes to his giant sized form, grabbing the injured Iron Man and taking him to safety, before returning to normal. "Looks like your old toy's back, you should have-"

He's cut off by Pym punching him in the face, knocking him to the floor and glaring at him.

"Hey, what the hell was that for?" He yells, getting back up, shedding the damaged armour as he does so.

"For Vision. This is all your fault Tony."

"What? How is it-" Pym pulls out the handheld tablet he used earlier, showing two stilled images, images that appear almost identical.

"The one on the left is a snapshot of the visual representation of Vision's mainframe coding. The one on the right, that's Ultron. See anything similar?"

"Oh. Right." He rubs his neck awkwardly at this.

"You stole Ultron. You stole his framework and used that to make Vision. You plagiarizing, self-serving asshole. You put us in this position. If you used your own work to make Vision, he'd be up and running and we wouldn't be down three Avengers here. All that bullcrap you said, about reverse engineering Sentinel tech, it was all a lie."

"Hey, that was partially true. I used Ultron as a stepping stone, along with the framework of that Sentinel thing. Yeah, I stole from you, but, this really isn't the best time to start tearing me a new one."

Pym responds by punching him again.

"We're fixing this. Now."

"How? How are we fixing this?" He asks, getting back to his feet while holding his face.

"We're going to go to Vision's main hard drive, and find a way to block out Ultron. Then, you're going to find a way to make this right."

Meanwhile, Ultron gets knocked back by Cap once more, which gives him the opportunity to duck out of Wasp's line of fire as she misses a blast, allowing him to recover and rush Cap from the side before she can hit him again, knocking him into a tree. Ultron grabs his shield, using it to deflect Wasp's stingers back at her, before smacking Cap across the small patch of grass with his own shield.

"Damn it, Wasp and Cap are down." Barton mutters to Banner as the ride in the Quinjet as it hovers not too far away.

"Well, that's not good." Banner muses, removing his tie, slipping off his shoes, and anything else he doesn't want to see get damaged. "Lets see how the other guy plays against him."

Clint steps back, as Banner begins to shift into the Hulk. The all-too familiar explosion of green muscle goes off, tearing off his clothes and leaving behind only the purple stretching shorts, as he turns into his alter ego, leaping out of the Quinjet and charging at Ultron.

The machine turns to face him, as Hulk, gripping and ripping a large piece of stone from the ground, charges at him with rage in his eyes. Ultron holds up his arm to block the attack, though while the rock shatters Ultron is knocked back two meters. Regardless he pulls himself back to his feet, dodging two of Hulk's punches, though collides with the third, only to turn his momentum around as he transforms his arms into weapons, firing beams of energy at him with enough Force to knock him onto his back.

Hulk gets back up, as Ultron, returning his arms to normal, runs at him, leaping up onto his chest and kicking him, gripping his feet around his collarbone as he punches the Hulk repeatedly. While considerably smaller than the Hulk, Ultron does enough damage to break open the Hulk's mouth, causing him to spit out brightly coloured (as well as highly corrosive and dangerously radioactive) blood, along with a few (unusually large) teeth.

He hits him with an uppercut as he leaps off, turning and kicking Hulk in his nose as he pushes himself back, returning to blasting him with arm lasers while the Hulk struggles to stand, until he collapses onto the floor.

As he turns to face the unconscious Captain, however, a large blob of Hulk blood hits the back of his metal cranium.

"Hey, you hearing a bell? 'Cause Hulk didn't. This ain't over, ant-face." The Hulk spits out, pulling himself up and wiping away some of his blood, before dashing at Ultron, kicking him hard enough to send him flying into the air.

Ultron stops himself, however, by replicating Tony's repulsars with his nanobots and using them to fly back, delivering his own giant kick to Hulk, launching him flying. He flies up to the Hulk as he's still airborne, striking him first in his chest, then the back of his neck, before hitting him in as many weak spots and pressure points as he can, then finishing by hitting him at either side of his eardrums, blasting away with his still active repulsars.

Hulk crashes into the floor, conscious but weakened, as he returns to the form of Banner.

"Beast." Ultron spits out (or would, if he was capable of spitting), forming his arm into a blade to finish him off, only for an explosive arrow to separate him from Banner.

Another arrow flies at him, but he deflects it, before dashing at the Avengers' black and purple clad Archer. Hawkeye fires two more arrows to slow him down, but he hits the Quinjet, taking it down and causing it to crash before Hawkeye had a chance to get out of there.

Hawkeye pulls himself out of the rubble, checking to make sure the Pilot is still alive. Once he's confirmed that the Pilot is OK, however, Ultron appears behind him. Barton moves as soon as he can, diving out of the way of Ultron's attempted melee strike, pulling out two arrows and firing them at him. Ultron shrugs off the explosions, moving up to Hawkeye as he remains on his back, grabbing his bow and pulling it from his hands.

Thinking fast, he rolls to the side while tossing another arrow at his face like an explosive throwing knife, quickly pulling the recurve bow from his back while taking out two more arrows and firing. He gets to his feet shakily, moving back while firing arrow after arrow at the mechanical menace. As Quinjets approach with more SHIELD agents, Ultron whacks Barton's second bow from his hand and grabs him by the collar.

"Pathetic. You are nothing but a mere mortal, who gods and titans allow to fight alongside. Why does a team of living Weapons of Mass Destruction, need a simple archer?"

Without a bow, Clint instead pull out his sidearm and fire at his face right close up to him, which proves to be enough to make him let go. Before he can continue his assault, Clint pulls out two arrows, shoving them in his neck joint then rolling back as they explode.

"Because I'm a stubborn little bastard; that answer your question?" He retorts, resorting to using the smaller wrist mounted bow Tony gave him. Ultron almost growls, as he dashes forward, body pressing Barton to shatter his bow and knock him to the ground, possibly with a concussion.

However, he's stopped when a rocket propelled grenade hits Ultron, knocking him back.

"Ultron." A voice declares from one of the Quinjets that are now circling the battle field, as a single agent descends. "My name is Agent Coulson of SHIELD. You are to stand down immediately and cease hostilities. Failure to do so," He clocks a riffle, as do several other agents taking aim from the above Quinjet. "Will most likely end badly for you."

"Neve-"

Coulson opens fire, cutting him off. As other agents fire at him, he blocks most of the gunfire with his arm though struggles to stop every bullet from hitting him, while he moves forward to drive him further away from Clint. As he runs out of ammo, Coulson tosses a grenade at him, which he catches and allows to explode in his hand.

"Phil! Get back!" A voice calls, as the female agent from before, Bobbi Morse, cuts in to give him space. Taking out two metal battle staves, she attaches them into an extending staff, running and hitting him in the neck, knocking him back. Striking several times with the staff, she dodges a slash of his claws, then vaults a kick to knock him over, leaving him open as more SHIELD soldiers blast him back. He shrugs them off only to, just as he was about to grab her and likely snap her neck, a truck rams him away, giving her time to get Clint out of there.

Kneeling above the apparently unconscious archer, she does a quick check on him, checking for any sign of a concussion as Coulson joins her, looking over them.

"How is he?" Coulson asks the agent, trying to see if he's OK.

"Think he's got a concussion; his nose is broken, and he's bleeding." Morse answers, filling him in as she checks over him, a troubled look on her face. "I'm a biologist, not a medic, so I can't really do anything for him here."

"Understood, take care of him." Coulson nods, putting a hand on her shoulder as he turns to the other agents. "Lets get these guys out of here."

As agents move in to get the fallen agents out of the fight, Coulson stops for a second, looking back at the truck.

"Bobbi, just so we're clear, the man in the truck, he's one of ours right?"

"I honestly don't have a clue."

...

"Something tells me you forgot about me, honey!" Cage yells as he drives the truck. "Don't worry, the show's only just started!"

Cage crashes head first into a wall, leaving Ultron pinned. Cage is forced out of the car by the crash, but is unharmed due to his durability. He gets back up as Ultron starts to push the truck back and reattach his severed arm, only for Cage to grab the large front tire and hit him with it, which breaks the tire but gives him time to grab his arm and take it away, before smacking him across the face with it. Ultron catches the second strike, pulling his arm back as it reforms into millions of nanobots, which scurry back into place and reattach the reforming arm in place. He takes the opportunity to punch him in the side, though Cage is barely effected, instead replying with hitting him with his fists like a hammer.

"Not so fast, Silver face. I ain't done kickin' your shiny behind yet!" He hits him again, before grabbing a big piece of destroyed car part and hitting him in the face with it.

"Enough." Ultron whacks his home made weapon out of his hands, punching him in the face with enough force to, like with Hulk, bloody his face. "You are far out of your league; this is the end of you."

When he holds out his hand to see the blood from his face on it, Cage just turns back and hits him even harder.

"Not yet." Cage replies in between delivering punch after punch. "You may be some big ass, egotistical Metal freak of science mumbo jumbo, but I'm not ghonna stop hitting you until you go down. You can't do nothing to win here. And you know why?"

"Why?"

"Because, I'm Luke Cage, bitch." He hits him again, and again. "Remember that name!"

…

"Come on, get them in here." Agent Coulson tells two other SHIELD agents as they drag the three unconscious Avengers back inside their mansion. "They should be safe in here."

"Hey, who's up there?" Stark calls from the basement lab, as the leader of the three agents hears him, walking to the large hole in the floor left from Tony crashing out of it, spotting the two Avengers bellow. "Hey, Coulson, mind not attracting attention here?"

"What happened?" Banner asks, waking up and getting to his knees. "What happened to Ultron?"

"He knocked you out and made you look like a child." Coulson replies. "A better question is, why aren't those two out fighting that thing?"

"I only had one armour that worked against him, and is smashed. Pym, he's just, well, he's pissed at me and won't leave until we fix this."

"What's the problem?"

"Vision's being scrambled by Ultron because they have similar-" Pym elbows him. "I mean, they have identical structures, so we're trying to think of a way to fix that."

"How long will that take?" Coulson asks. "Because, we don't have much time. That cowboy with the truck's holding him off but it's unlikely he'll last."

"We can't block out Ultron's signal, he's altered himself so much that it would be next to impossible to hold him out. And Vision, we can't encrypt him without making it next to impossible for him to operate any of Tony's armours or his drones." Pym explains to them, looking over everything on the tablet.

"Have you tried just reprogramming Vision?" Banner suggests.

"What?"

"You know, change Vision. I mean, how hard can it be to change his operating system?"

"Well, I've been hacking and changing the operating systems of every computer I get since I was ten, so it might not be that hard. But, it would require rewriting a large amount of his data. We don't have time for that."

"What about basing it off of an LMD?" Coulson suggests. "My Life Model Decoy is in the immediate area, if you can somehow import data from an LMD, would that help?"

"LMDs AI is pretty complex." Pym notes.

"Its more than complex, it was one of my dad's biggest contributions to computers and robotics. And they've been advanced since then. If we cut out the portion of programming based on Ultron, and replace it with the LMD's, we'll be able to get him online. If nothing else, it should distract Ultron at least."

"Question, how close is your LMD?" Banner asks Coulson, who replies by clearing his throat.

"Last week, I was trying to apprehend the Grim Reaper, alongside Agent Morse." He starts, while undoing his tie. "I took a bad hit to the chest from his blade when some other figure, with blue, gold, and green clothes and a strange looking helmet, distracted me. Nothing big, but its left a nasty scar and put me out of commission for a while." He undoes his buttons, showing his bare chest, which is currently lacking any scar tissue. As he finishes talking, he pulls at the skin on his chest, revealing the metal ribcage of an LMD. "In my place, my LMD is handling all field work. You need to borrow me, be my guest."

"Coulson, remind me to send you flowers. And chocolate. You like chocolate right?" Tony says, smiling as he does so.

"I'm lactose-intolerant."

"So, that's a yes to the chocolate?"

Meanwhile, the other agents start setting up a temporary medical wing to treat the injured Avengers and agents.

Among them, Clint is placed on a small temporary bed, with two doctors, alongside Morse, checking over him and trying to treat his injuries, just as he starts to regain consciousness.

"Barton, you hear me?" Bobbi speaks up, checking to see if he's awake. Groaning in response, the Avenger's Archer rubs is face, pulling himself up onto his feet.

"Good news, you don't have a concussion. Bad news, you're out of this one, Sport." She smirks a bit as the medics work on him.

"Bobbi?" He asks, opening his eyes to see the young SHIELD agent as she wraps some bandages around his foot.

"Who else would care to dress you up? You're lucky it was me who came to get you, anyone else would be tempted to just sign a 'do not resuscitate' form." She tells him, before holding him when he tries to move. "Careful, you've sprained your ankle pretty badly."

"I know my own body Birdie, I think I know if I can move it or not."

"Always the one to refuse help, aren't ya Clint?" She asks, keeping a hand on his shoulder. "Seriously though, keep your ass put while they work on you."

"I take it you two know each other." Another voice starts, as next to them on another temporary bed, Steve sits up, nursing an injury. "Former partner?"

"Ex girlfriend." Bobbi clears, turning to him.

"Bit more than that." Clint muses, before cringing as the pain of his injuries kick up. "Where's my bow?"

"You and your bows. Most girls would think you had some kind of fetish." Bobbi responds, rolling her eyes a bit.

"Good thing most girls aren't you then, huh?" He smirks a bit, leaning back. "Where's the Tincan I was shooting at?"

"Some big guy ran him over with a truck." She points back at the sight of the action. "Lucky thing too, Ultron was about to mess me up until I look like you."

"You know, your bedside manner's terrible."

"It's why I'm not a doctor, Sport."

…

Ultron throws two heavy punches, knocking Cage down, before a heavy kick to his abdomen knocks whatever wind is left out of him. The robot looks at the man, turning away as he reaches over, grabbing his leg to try and stop him. Ultron pulls his foot from his grip, before stomping on his hand.

"Luke Cage, you embarrass yourself by continuing to keep this fight going. You are doing nothing but delaying the inevitable, and for that, if you're still alive when I get my arc reactor, you shall be the first person I make sure to melt. You, and the Avengers, and that blond haired agent and the older man, and Director Fury."

"Too bad you will not get there." Thor yells, landing in front of him. "I apologise for my late arrival, I forgot where we lived. Now, time for you to be gone, fowl machine."

"You cannot comprehend what I am, Asgardian. I am no mere 'fowl machine', I am a mechanism that has risen beyond mere combat, I am here for nothing but bloodshed and conquest. You cannot-"

Thor cuts him off by striking him with his hammer.

"You speak far more than is necessary. I know nothing of you, but I know you are but an evil being, one without a heartbeat or a thought to your own. And for that, I shall shed no tear as I smite thee into the next millennia. You, now, have the honour, of being slain, by the hand of the ODINSON!" Thor strikes down, causing a large lightning bolt to strike at Ultron, the machine just narrowly dodging.

He smashes and strike, Ultron doing his best to avoid being hit; with Thor's power level, a single hit would be enough to finish him. Moving fast, Ultron rushes Thor, kicking Mjolnir from his hand and grabbing his helmet with his hand, before coating his knee with a thicker plate of metal and delivering it to his face, knocking Thor back and taking off the god's helmet, catching Thor completely off by his sheer power.

"Heresy!" Thor yells, as Ultron punches him in the face.

"Is not the word you're looking for, Organic Oaf." He kicks him across the face, knocking him to the floor, then kicking him again. He forms a blade with his arm, getting ready to cut his head off, when Cage hits him in the back, despite his own injuries.

Meanwhile, inside the mansion's lab, Coulson's LMD lays on a bed, as the two computer experts meddle with his cranium and the hard drive of Vision.

"Are you done yet?"

"Not quite." Stark replies, pulling out something, which shuts off the LMD. "I'm…not sure if I was supposed to do that."

Outside...

"You have to stop doing that." Ultron tells Cage, pinning him down by a metal foot on his throat, while leaning over to speak to him face-to-face. "Luke Cage, you're asking me to kill you with all this rebellion."

As he holds him down, Thor pulls himself closer to his hammer, edging for the handle.

Back with Stark.

"And, we, are, done!" Stark declares, as he and Pym finish, causing Vision's programming to change and, by extension, free him from being scrambled.

Outside...

Ultron looks down, spotting the hammer as Thor reaches for it. However, he senses Vision's programming change, and realizes he can't scramble it. The distraction is all it takes for him to get caught off guard as Cage tackles him, grabbing and holding his arms back. He tries to blast him off, but the New Avenger grabs his hands and crushes them in his grip, holding him down as Thor pulls himself up, turning to see him.

"Hey, big, bulky and pretty, mind doing something with that?" Cage comments, as Thor leaps up, bringing the hammer down as lightning hits it.

"By the power of the Allfather, I cast thee out of this dimension!" Thor yells as he strikes Ultron, shattering and exploding the metal menace.

"Well, we did good, I think." Cage muses once the dust settles, accepting a helping hand from Thor as he's pulled up off of the groung

"You fought with valiant, and honour." Thor tells him, pulling him into a half-hug as he leads him back to the others. "You will make a fine companion, and Avenger. Someone fetch us some mead! Drinks, drinks for celebration of…this young strapping man who's name currently escapes me!"

…

"Hey, working hard, or hardly working?" Tony asks Pym the next day, as the other scientist ignores him, working on some other project. "Look, Pym, I screwed up, OK. I should have at least told you that Vision was based on Ultron's programming."

"Yes, you should have." Vision cherps in.

"Shut up. Anyway, I wanted to make this up to you."

"Tony, you don't understand." He turns to face him, putting away what he was working on. "You stole from me. Ultron, was my biggest failure. It's the thing that ruined me, and near-enough left me virtually unemployable. You took the symbol of every humiliation I ever had, and you turned it into a million dollar project. Do you have any idea how that feels?"

"Pft. Million dollar Project. I'm worth at least ten of that." Vision adds again.

"Shut up." The two say in union.

"Look, I can't imagine how you must feel right now." Tony scratches the back of his head. "And there's no way I can really undo that. But I can make this right. Here, I want you to sign this." E hands him a few pieces of paper stapled together with a pen to sign with.

"What's this?"

"Paper work, for my company. I want you in at the top."

"What? Wait, are you, are you giving me-"

"That's right. I want you as my business partner. I want you to become co-owner of Circuits Maximus, and become an equal holding share holder. You and me, a Stark-Pym joint operation. My projects, are going to be your projects, and all profits go between the two of us. You can work on whatever you want, and I'll finance it without question, and help where I can. Along with that, I'm going to officially sign you as co-creator of Vision, so when the Nobel Prizes come around, you get just as much credit as I do. How about that? Does that make up for this?"

"I, honestly don't know what to say. You honestly mean this?"

"Yep, just, do me a favour and don't tell Rhodey. He might get jealous of any future bromantic moments this brings."

"OK, I'll keep that in mind. But seriously, thanks, this means a lot, really."

"Don't mention it, I screwed up, and this is me fixing it." Tony shrugs. "Now, come on, we've got an Avenger to greet."

The two head back upstairs to meet with the rest of the Avengers, along with Coulson's LMD, now wearing a hat to cover where the opened him up, Director Fury, and various agents, including Romanoff and Morse.

"So, where's the man of the hour?" Stark asks, as Hawkeye, holding crutches to walk, points to Cage, who as well as recovering from is injuries, is now celebrating with Thor. "Have you got a name yet?"

"Well, I'm not too fond of the whole tights and names stuff; I guess just 'Luke Cage' is good enough."

"Great, say, you old enough to drink, right?"

"Do I look too young to drink?" Cage retorts, taking a drink as he continues celebrating, turning to the, apparently troubled, Thor. "So, Pretty boy, something up?"

"It's nothing to concern yourself with, but as Ultron was about to finish me, I swore I saw someone watching from a distance."

"Really? Who?"

"That's the thing, The person, was my brother."

As they talk, Hawkeye sits down to rest his feet and drink his own drink.

"You took quite a beating." Agent Romanoff muses as she sits next to him, starting up a conversation.

"This? don't worry about it." Clint retorts with a shrug, not really listening as he glances around, stopping his stare at a certain blond biologist.

"Hard seeing her again?" Natasha questions, noticing his stare.

"Well, seeing ex-girlfriends isn't exactly my idea of a good time." Clint muses. "You two did that Madripoor job the other month right, she talk about me?"

"A few times; almost made us fail the Bechdel test. She misses you too." Natasha answers honestly, sipping her drink. Noticing him starting to get down on the subject, she decides to change it. "So...how's the leg?"

"It should be fine after a few days, so long as you don't expect me to be coming out to save your ass any time soon." He shrugs, accepting the change of conversation.

"I'll keep that in mind." Natasha retorts, as she pulls out something from a bag. "But, once you're up I need a favour."

"What's this?" Clint asks, as she holds up a folder.

"This, this is what I have on the Winter Soldier; Clint, I want your help tracking him down."

...

"Are you done yet?" The Grim Reaper asks, cleaning the blood from his blade arm, as Loki stands in front of him, adjusting the remains of Ultron.

"In a minute." He replies, placing his head on his shoulders, before stepping back. He holds his hands up, summoning energy, before hitting Ultron with it to bring him back online. "Welcome back to the world of the Living, Ultron. And may I just say, congratulations on being able to kick my brother around like that.

"Who are you?" Ultron asks, realizing that most of his body is missing.

"I may have been interfering a bit, just a few spells to keep Thor sluggish without him knowing, but, even there, it's quite a feat to fight him like that by yourself. But here's the thing, you don't have to fight them alone, not now. If, you'll hear me out."

Ultron looks at him, then at Reaper, who merely nods.

"I'm listening."

...

Stark Industries, office of Obidiah Stane, current CEO in the wake of Howard Stark's death, and the man stopping Tony claiming ownership.

Its late, and Obidiah's just finishing up a few last minute meetings in the office, speaking with a few different people, with one appointment awaiting.

"...If you'll just give me this pass, I can get a working prototype by the end of the month." Stane debates, as on a video call a man in his sixties argues with him, over a weapon proposal.

"I'm sorry, but I'm not going to give you the grant for this; its inhumane." The person responds, clearly unmoved. All Stane needs is for him to give him a pass, and they can sign a new military project to begin work on a new experimental treatment Stane's had in the works. Unfortunately, he's having no look pitching the idea.

"Just listen, we've already gotten some successful tests, we just need more funding."

"I said, this is final. You are not going to get a grant for this, and that's final. Now, I've got other contracts to negotiate, I suggest you find a new project." The man declares, pressing a switch to cut the feed before Stane could stop him.

Once finished, Stane sits back and sighs, briefly rubbing his eyes. As he sits back up, however, he notices in the reflection of his monitor, a figure staring at him from a cracked open door. With the lights all dimmed he wouldn't normally have noticed, but once he saw him, he got out of his chair to check on him.

"So, when I gave Lukin all that money to borrow you, I expected a job well done." Stane announces to the man in the shadows, causing him to step forward, revealing him to be non-other than the Winter Soldier. "I certainly didn't expect the whole operation to get scrubbed."

"There were complications." The soldier speaks up, earning himself a backhand from the businessman.

"What, 'complications' could possibly have caused such a mess?"

"There was Black Widow." The Soldier explains. "And she had backup. They compromised the whole area, there was too many to hold off without drawing more attention."

"Oh, was there now?" Stane sighs, frustrated by the failure. "I trust you at least stopped any leaks?"

"I executed six of your men when they began revealing intel." Winter Soldier tells him, looking down at the ground. "They have no idea what was going on."

"Well, I suppose that's something." Stane rolls his eyes, taking what he can. As he's about to stew over this, however, an idea hits him. "OK, tell you what; lets make it up; I got another target."

...

-Next Time:

When an off-the-record mission with Romanoff goes bad, Barton ends up fighting for his life and the Avengers go gunning for the man responsible. However, both Steve and Natasha's pasts prove to be tied to the target, putting his trust I SHIELD, and her entire career, on the line, as the Avengers soon learn the truth about the mysterious KGB rogue agent, Winter Soldier.

…

Notes:

-I consider myself OK with computers, but I have next to no clue how signal scrambling or any of that other tech stuff works. I'm better with genetics rather than technology. So, almost everything they say makes no sense to me at all, or to anyone else, really. I apologise to anyone who considers it blasphemy that I didn't even bother to sound convincing with any of that tech talk. I also appologise to anyone who might get upset with referring to Hawkeye using a Compound bow. I know, 'a compound is for cheaters/pussies/girls/whoever' and not something 'real archers' would use, but, I have reasons for that. 1) Compounds look cool. 2) Hawkeye's pragmatic, it wouldn't be much of a stretch that he'd use the bow that makes pulling and firing easy while keeping it powerful. And 3) Without any attachments, the compound is just as easy to use as Recurve, to my knowledge. I just think it would make sense for someone with access to any piece of equipment needed would chose to at last carry a compound with him.

-I didn't plan on her being there for anything more than a cameo, but I ended up giving Mockingbird a bigger role, mostly because she's so kickass I wanted to use her. I recently decided that I'll eventually bring her onto the team, so this is the first moment of her eventual build up to joining the team (along with Carol Danvers properly, under her current moniker of Captain Marvel) after I decided to ignore how large the team is. I have a lot planned for her; her and Hawkeye are two of my favourite characters, so I wanted to give them quite an interesting history. There's no time travelling rapist ghosts or anything like that involved, but they have their fair share of troubles, and it ties with Hawkeye's past and her dedication to Fury.

-Ultron was a fairly fun villain to use here. I imagine him as a mix between Megatron and Agent Smith, being as calculating and menacing as the latter but as unstoppable and terrifying as the former. Still, almost every one-on-one fight scene was incredibly fun to write, so I do plan to use him more.

-I didn't plan on finishing this before my X-Men chapter, but this was the shortest and required less hassle in re-writing it. I decided to change the chapter idea I was writing for that story as it is, so its not a big loss there, and would likely of taken ages to finish. Plus, I'm trying to have one big arc with this coincide with another arc, as well as get my Spider-Man story to catch up (it's all important for consistency, I've got a plan for Tony Stark to do something big in a later chapter of the Spider-Man story which will effect this quite a bit, so I need that done, and the Avengers need to be busy for a bit to explain why they don't help the X-Men in an arc that would require them needing as much help as possible). That's the problem with having a good thirty chapters ahead with one story, it makes writing the others fairly troublesome.

-Also, I apologise for any delay, I lost my work recently when my USB stick broke (blame my sister for that, she broke it), as well as the fact I just started college again, as well as looking for a job, so there might be some hassle there. Anyway, hope you enjoyed that, now I need to sleep.


	6. The Winter Soldier

So, here it is, Winter Soldier. This has been built up quite a bit. Winter Soldier appeared fairly early in my X-Men Evolution fix, in a flashback with Logan to when Weapon X took him and Daken away. Anyway, here's the next chapter.

Firstly, small reply to '_D (Guest)_', the anonymous reviewer: Thanks for reading and reviewing, and I would love to add Jessica Drew to the story at some point. Black Panther I'm trying to fit in too, but Spider-Woman I've got some idea on her origin planned, and I'm working on an idea for how to include her, so thanks for bringing her up to remind me.

...

**T.H.E. W.I.N.T.E.R. S.O.L.D.I.E.R.**

_June 7th, 1942, Brooklyn._

_With the war against the Nazis now calling to the US' aid, many young men are called to battle, fighting for not just their country, but potentially the world. Either because they want to fight, or because they've been drafted, boys as young as 16 are being taken to to the front lines, to fight and die to keep whatever peace they can._

_For one young man, however, it seems his country doesn't want him to fight for it._

_Steven Rogers, barely five feet tall, sits outside the enlistment booth, dejected, gripping a crumpled rejected enlistment letter in his hand, once more feeling like the world just doesn't want him. He might be small, and sick, and his bones might be weak, but he wants to do what he can, and every time they say no, it just makes him want it more._

_As a few officers working at the enlistment office whisper, one hands a few files to an elderly fellow, a scientist, with each file all being from differing cities and parts of town; enlistment letters, all rejected, and all from the same candidate._

_After confirming that it is who they think it is, the elderly scientist steps away, approaching the young Steven, placing a hand on his shoulder._

_"Excuse me, Steven?" The man asks, getting his attention, and speaking in a distinctive German accent. "My name is Doctor Erskine; I think I should have a word with you."_

...

"Rogers, you awake down there?" Barton calls over the radio, waking Steve up. Cap sits in civvies, waiting on a motorbike not too far from a large crowd, as a French War veteran is escorted by two guards toward a podium, walks to the podium to speak.

"Yeah, I'm good. Got your eyes peeled?" He radios back, as Barton, dressed in a blue hoodie and jeans, sits half out of a window, keeping on arm on the side, while watching the small show gathered.

"I always got them peeled. 'Tash, how's your end?" He replies before directing to Agent Romanoff, she standing in the crowd disguised amongst the watchers, gathered to listen to some speakers on a podium, one being the senator responsible for rejecting Stane's weapon proposal, Senator Pierce.

"I've got eyes on the buildings behind, just make sure you're watching."

The senator starts talking, until a gunshot cuts him off, as a bullet hits him dead in the forehead. The crowd starts to scream, though they get far more jumpy as the man, instead of falling dead, merely gets knocked back, his face now exposing the LMD circuitry inside his head. He returns to his previous standing position, as a red laser light is emitted from the bullet hole, directing to the source of the bullet.

"Soldier's up on top the bank, repeat, Winter Soldier took the shot; he's on top of the bank." Romanoff announces to the two, walking through the crowd as they remove their outer clothing, revealing their uniform underneath.

"He's on the move, spotted him on the rooftops." Barton replies, taking aim and firing a grappling line before descending down, landing on the roof and chasing after the sniper as he flees.

"I see him, I'm pursuing on the ground." Rogers adds, chasing after the two on his motorbike, while Widow takes her own and drives next to him.

Winter Soldier turns, taking aim with his rifle and firing, only for Clint to dodge at the last second, rolling and regaining his momentum while the other man returns to running. He looks back angrily, pissed that he missed at such a short range, his hand actually shaking.

He leaps off of the building, landing in a pile of cardboard boxes to cushion his fall, while Clint leaps down, landing in a crouch before speeding after him, tackling him down. He gets to his feet and tries to hold the Soldier down, but he elbows him in the chest with his metal arm, cracking a rib as he knocks him off. He returns to running, grabbing the rifle as he does so, while Barton gets back up, taking a non-trick arrow head, tossing it like a throwing knife at the soldier, hitting him in the back of the leg and taking him down.

"Winter Soldier is down." Clint smirks as he calls the other two, approaching him as he lays on the floor, digging the arrow head out of his leg. As he starts to get back up, Barton runs at him, dropkicking him, then trying to hold him down. With his good leg, The Sniper kicks him in the knee, grabbing the rifle and whacking him across the side of his head. Clint tries to grab the gun as he tries to shoot him, but with his metal arm he overpowers the Avenger, shooting him in the shoulder.

"Barton, what's happening?" Rogers asks, hearing the shot.

"I'm down." He radios back, holding the bullet wound in pain as Soldier gets back up, before kicking him across the face with his metal boot. Taking out a pistol, he gets ready to finish him off, but a tossed shield knocks him back, knocking him off of the building as Steve joins the scene, standing over Clint and trying to keep him protected.

While the Winter Soldier takes the opportunity to escape, Steve crouches above Clint, gritting his teeth as he tries to stop the bleeding.

"Clint, you hear me? We're going to get you out of this...damn it." Steve mutters, a distressed look on his face, turning to grab his radio and call for help. "Sam, we need evac and medical, you hear me?"

...

"...So, from the top, how exactly did you let an Avenger get hospitalized, Agent Romanoff?" Director Fury questions, as Natasha sits in front of his desk, almost like a child getting scolded by a principal. The one-eyed former soldier stands behind the chair, his teeth gritted in frustration.

"I've been pursuing a former Soviet assassin, a wild card that recently sprung back into the scene. I asked Clint if he would help me take him down, while both Steve and Sam offered to help; we got word that he was targeting Pierce, and staged a plan to draw him out with an LMD." Natasha explains, keeping her eyes on the desk in front of her.

"And so, on no one's authority but your own, you took two Avengers, and one of our best pilots, out with no backup to chase a single rogue agent? How exactly did you even screw this up?"

"The rogue agent isn't just any agent; it was the Winter Soldier." Natasha explains, looking up at him. Upon hearing this name, Fury's frustrated expression changes to one of shock, before returning to his usual expression; which, coincidentally, is the same as his frustrated expression.

"You saw him?" Fury questions, sitting on the edge of his desk, looking her in the eye. "You actually saw him?"

"We did." Natasha answers, tilting her head to look at him. "Barton was even able to wound him; though the blood got contaminated with Barton's, but he made him bleed."

"But you actually saw this guy, in the flesh?" Fury continues, scratching his chin as he processes this. The Winter Soldier is a ghost story, as far as he's concerned, so the fact they actually saw him is a shock. And, the fact she's not spooked about it, raises his suspicions. "You've seen him before?"

"He's a Soviet secret weapon, just like me. I used to _work_ with him." Natasha explains. "He's been off the radar for so long, I thought he was dead; I actually hoped he was dead, but he came out of hiding two months ago."

"Its him you were after in South America, wasn't it? The one with the Latverian mercs." Fury realizes, sitting back. "You didn't think to just come out and say you were hunting this man?"

"If I came to you telling you I was hunting Dracula, would you really believe me? He's a ghost, I didn't think I'd be believed if I came to you over this."

"Romanoff, if you told me you were hunting Santa Claus, I'd believe you. You're reliable like that." Fury smirks a bit, looking off. "So now that I know, you're not doing this alone, I hope you know that right? SHIELD's stepping in on this one, and probably the Avengers too."

"Sir, with all do respect, sending Iron Man or Hulk after this guy won't work; he's a rogue agent, you need to hunt him like a spy, not a supervillain." Natasha insists, sitting forward. "Rogers is fine, but anyone else would over-complicate it; not to mention he'd see them coming from a mile away."

"Sure about that?" Fury asks, turning back to her. "OK, you're the expert on this guy, I'll let you pick who goes after him, but try not to get anyone else shot."

"Understood." She nods, silently, nodding to the orders.

"Now, who's the target?"

"Alexander Pierce; he's a senator, former..."

"Yeah, I know who he is; Pierce is an old friend of mine, so I hope you can actually be successful with this one." Fury muses, sitting back down. "Now, if you'll excuse me, I gotta break the news about Barton to Morse."

As Fury sees her out, Natasha stands and leaves, heading down the hall, planning to first visit Clint in hospital, then get to work on the plan to take Winter Soldier down.

"Natasha?" Looking to the side, Natasha sees the source of the voice calling her name, as Bobbi Morse sits by a waiting area.

"Bobbi, you here to speak to Fury?" Natasha asks, stopping to chat with the fellow agent. While not super close, the two have worked together a few times since they were introduced, and have a pleasant working relationship; some might find it awkward given Natasha's such good friends with Bobbi's ex, but they get along despite that.

"Yeah, take it he wanted to speak to you too then huh?" Bobbi smiles, getting up and stretching. "New mission or something?"

"Something like that, yeah; those new glasses?" She asks, smiling back lightly; not as much as a normal person would, but more than she usually does.

"Yeah, new prescription." Bobbi answers, taking off the glasses, white framed with orange lenses. "I can kill a man with a toothbrush and name every cell in the human body, but I still gotta wear glasses to see people's faces. On the plus side, they come with nightvision built in, and thermal vision, so they're good for work."

"Hm, I'd get a pair of my own, but fortunately, I can see 20/20." Natahsa smirks a bit, getting an eye-roll.

"Ha-ha, whatever; I should head in to see what Fury wants. Catch you later, 'Black Widow'."

"You too, 'Mockingbird'." Giving her one last friendly smile, Natasha lets her head off to enter the office, watching as she goes in to see Fury. Biting her lip, she watches with a guilty feeling in her gut, watching through the window as Fury sits her down, giving her the bad news. As Bobbi reacts, questioning Fury on what he's talking about, Natasha leaves, trying not to look back.

...

Avengers Mansion

"...So, this is where the Avengers live?" Whitney Frost asks Tony, as he leads her around the mansion. "This is…breathtaking."

"I know right? And its all thanks to this." Tony replies while tapping his noggin. "All this, came to me in a dream. We've got advanced computers plugged into everything, with the latest version of Vision running everything. Not to mention what access this gives me."

"So, you build all their tech and stuff? All by yourself?" She continues looking around. Being that she's taken over her father's family business, she has very little free time these days, so the first time she's got a free day, Tony insisted on showing her around the mansion. Of course, he leaves out the detail about him being an Avenger himself, but he's not quite ready to make that public yet.

"Well, Henry Pym's been helping me a bit, and Vision does some of the lifting, but yeah. All me. And you thought I was just a pretty face."

"I think you're more than just a pretty face." She replies while smirking to him, before their attempts at flirting are cut off by the sound of the front door opening.

"Hey, guys, we got mail, if any of you are interested." Jan announces as she walks into the mansion, holding envelopes in her hands as she looks over them. "Tony, we're running late on the electricity bill; if you're going to build that nuclear thingy, do it already."

"Jan?"

The petite Avenger looks up, spotting Whitney.

"Whitney? What are-Tony why-I can assure you I have a very good reason to be here."

"Tony, what's Janet Van Dyne doing here?"

"She's, uh, well, you know-"

"I'm, financing the team." She blurts out. "Yeah, paying for the Avengers, you know, keeping Iron Man polished, and making sure Hulk stays so…Hulky."

"Wait, don't SHIELD do that?"

"Well, SHIELD have to get their money somewhere..." She replies, shrugging her shoulders. "And I got a lot of money I don't need, it seems to be a decent way to use it."

"Oh, OK, because for a second there, I thought you two were…well."

"What? Oh, GOD no!" Jan mock throws up. "It would be too weird, I pretty much grew up with the guy as an annoying brother."

"Yeah, same with me." Tony adds, turning back to Whitney. "Except, you know, not a brother in her case, since she's not a guy."

"OK...good to know then." Whitney nods, looking at them like she's somewhat suspicious of them.

"Well, Whitney, will you just excuse us?" Tony asks, placing a hand on Jan's shoulder and motioning her away. "Be right back, make yourself at home. And if at home involves any form of nakedness, feel free to shout me over!"

"Ha." She mutters back, before taking her phone out. "I'll just make a call while you two talk."

"And still, I have yet to find any reason she's with you." Jan rolls her eyes as he leads her behind a corner.

"Its probably because I'm dashingly handsome. That's usually why."

"Oh, totally. So, what do you want?"

"Yeah, well, here's the thing. I would really like some privacy here, so if you could just go and, I don't know, do Wasp things, that would be great."

"Sorry Tony, I got stuff to do myself here; I'm still trying to sort out the mess with Fenris Corp; you know, its a lot harder to reclaim your family's property when you sell it to people who you later find out are Nazis."

"I figured as much. But, while I'd probably be able to help you with that, I-" Before he can finish, they're both cut off by their respective phones ringing.

"Hello?"

"Tony, get to the Hospital, now." Bruce tells the armoured Avenger over the phone.

"Jan, oh, good, I reached you. You need to get to the hospital as soon as you can."

"Why, are you OK?" They both ask in union, looking at each other in confusion afterwards.

"Its not me Tony, but you need to get there, now. One of our guys got shot."

"Don't worry Jan, I'm fine. Its…its someone else."

"Well, who?" They do it again, now glaring at the other slightly.

"It was Barton. Barton got shot."

"Clint, Jan. Clint got shot, he's in critical."

"…what?" They do it again, though that time without bothering to get annoyed at the other. They both look up, looking to the other.

"Get your coat." Tony tells her, as they both move in separate ways, with him grabbing his jacket as he does.

"...Understood, yes, I'll see you there then." Whitney finishes as she talks on the phone. "OK, they're coming back now, so I'll speak soon."

"Whitney, I' really sorry but I have to go." Tony tells her as pulls the jacket on and begins looking for a pair of shoes.

"Oh, no worries, I need to go now anyway." She replies as she gets up to leave. "I'll see you tonight?"

"Maybe, I, uh, I'll look into it." He says to her as she walks out the door. "Crap, where the hell is my wallet?"

"Up there, on the shelf." Jan points it out as she re-enters, slipping on a pair of boots while holding her jacket in her arm.

"Thanks." He mutters while grabbing it. "OK, now hurry up, we need to leave."

"Right, let me-hey, not needed!" She starts, before he just starts raging her out he door.

"Complain later, we need to get there now."

...

Clint lies in the hospital bed, sleeping soundly as medical equipment next to him keeps him alive.

Sitting above him is Steve, watching his friend as he lays there unresponsive.

"_Bucky! No!" He remembers a scene, of a boy barely older then sixteen getting shot in the shoulder by a sniper bullet, while they travel through a castle._

He can't help but think of the similarities, the way that another close friend has been shot in action, when Steve could have stopped it.

"...and I know you're blaming yourself for this, but this ain't your fault." Next to Steve, Sam Wilson rambles, trying to convince Steve he's not to blame for this. "I know its hard, but trust me, Barton knew the risks, he just got unlucky. Don't blame yourself for this."

"I know, Sam, I know, I just feel like I could have stopped it." Steve answers simply, but before Sam can continue, they're interrupted by the sound of the door opening behind them.

As the door opens, Steve turns to see as Bobbi enters, giving him a small wave. nodding back, he stands up, letting her take his place at sitting watch of the archer as he goes outside to see the other Avengers waiting outside, awaiting word on his condition.

"Hey, guys, sorry we're late." Tony tells them as he and Jan arrive, nodding to each one as they pass them. "Is he OK?"

"Doctors haven't told us yet." Steve replies, just as a doctor enters the room.

"Excuse me, can I speak to the next of kin?" They ask the group.

"That's us." Hank replies.

"No, I mean..." The doctor reads over the medical file. "Mr Baton's older brother, Barney? They're listed as his next of kin, is he here?"

"Clint has a brother?" Jan asks the group, who shrug.

"Well if the next of kin isn't here, can I speak to one of you please? Which of you is he closest to Mr Barton?"

"That'll be me, I guess." Steve gets up, taking lead. "Can you tell me how he'll be?"

"He's stable right now, but he's still lucky to be alive." They start as he leads the doctor out. "He'll be fine, we gave him something to keep him asleep for now so he can rest, I just need to ask you some questions. Tell me, does Mr Baton do a lot of exercise, because we noticed some damage to his skeletal system, that appear to pre-date the gunshot."

"Yeah, he's a bit of an exercise addict like that. He's always training."

"OK, and, any medication?"

"Not that I'm aware of."

"How about recreation-"

"He doesn't take drugs."

"OK, well, that's about it. One last thing, do you know where Mr Barton keeps his hearing aids, he doesn't appear-"

"Sorry, excuse me? Hearing aids?" Steve stops him, looking a is chart.

"It says here that Mr Barton suffers from auditory nerve damage, from his time in prison. He's supposed to have a hearing aid."

"Are you sure?" He looks up at him, before rereading this bit.

"Not unless medical records are lying, I'm positive. But, I'm afraid that the gunshot wasn't the only injury he suffered. The blow to the head he suffered have increased his condition, I'm afraid he might become deaf in one ear."

"You're kidding..." Steve mumbles, looking away from the doctor; he's noticed Clint not quite hear what he's said in the past, though he assumed it was him just not listening. Why didn't he tell him about this?

"Steve?"

Turning, Steve glances towards Natasha as she enters from the hall, calling for him.

"We're about to leave; need you to get moving." She tells him, turning to look at the doctor.

"Right, well, if you'll excuse us." Steve looks at the doctor before turning back to the red-headed Russian, joining her as she leads him away. "Sure you don't want to check on Clint before we leave?"

"I'd rather catch the one who did it first." Natasha answers, a cold,, determined look on her face as they leave the hospital.

...

Stark Industries, Stane's office.

After getting the OK to enter, Whitney Frost steps inside the unlit office room, raising an eyebrow at the darkened lights.

"Obidiah? What game are you playing?" She calls, questioning him.

"Not playing any games." He calls back, drawing her attention to his desk, making her walk towards it, only to pause when she senses a third person in the room; behind her, the Winter Soldier sits on a chair, his eyes locked on the wall in front of him.

"Who is that?"

"This, this is a poor investment. One I'm hoping you can help me with." Obidiah explains, standing up. "You know Kronas Corporations, right?"

"Lukin's company." Whitney nods, glancing back at Winter Soldier, her expression now darker than previous. "Is this...?"

"The Winter Soldier." Obidiah nods. "In exchange for some exclusive, under the board cargo, he loaned me this little asset to do some cleaning up I needed to be taken care of. Unfortunately, he's screwed up both the missions I've sent him on."

"And what, you want me to spank him and make sure he knows he did bad?" Whitney retorts, glancing back at him.

"Not exactly." Obidiah responds. "Given your...line of work, I figured you'd be the best person to go to in order to get suitable back up, to make sure he doesn't muck up again."

"Oh really?" Whitney replies, turning back to the Winter Soldier. "Soldier, do you know who I am?"

"Whitney Frost, Philanthropist; with all due respect, I don't see why she'll be helpful." He mutters quietly in response, making her smirk.

"Well, I guess you don't know then." Whitney turns away, looking back at Obidiah. "Two million, and I'll personally make sure everything goes according to whatever plan you have."

"You got it." Obidiah nods, watching as she turns to leave. "Oh, and give Tony my best."

As she leaves, Obidiah turns back to the Soldier, keeping an eye on him.

"Kid, you're in luck. Next time you mess up, you won't need to worry; we just got the Maggia to cover your ass."

...

Residence of Senator Pierce.

"...Honestly, is all this necessary?" The senator questions in disbelief, as his penthouse home is swept by SHIELD agents, securing the apartment to make sure its safe.

"You're being targeted by one of the world's most dangerous assassins, Mr Pierce; this is for your own protection." Steve explains to the middle aged man, while Natasha goes over all the security precautions taken.

"I have my own security, do you really need SHIELD, and Avengers, going through my home like this?" Pierce continues, uncomfortable with the amount of security.

"The man who's after you is a relentless hunter who will not stop once he tries to kill you. Even with all this security, we'll be lucky if we get you out of here alive." Natasha interrupts bluntly, silencing his attempts to argue. "Now, do us all a favour, and try to figure out why a rogue Soviet assassin would be after you."

"Alright, I can try, but I don't know if it'll help; I've never done anything to piss off the KGB, even when they were still a thing." Pierce muses, while the two turn away, leaving him some peace.

Looking around, Cap glances around the apartment, looking over some old photos on display. Mostly of himself and some friends, including a few of him with Nick Fury himself, and a few of the old Howling Commandos; Fury himself, Dugan, Koenig, and Dernier are present, the sight of whom he can't help but think back about.

"_Dernier, Down!" He remembers storming into a castle, shouting commands to both his own unit, and the unit they were breaking out, commanding a Howling Commando who was just about to be executed to move so he could deliver a shield toss to the man about to finish him off. "Logan, Bucky, up top, take the roof. Falsworth, to the right."_

_James Logan and Bucky Barnes, the Canadian special forces officer and the young sniper, run up a set of stairs, Logan taking out Nazis and HYDRA goons that try to stop them. Bucky takes out his sniper rifle, hitting one across the head, knocking them off the narrow walkway, before setting up in the corner as Logan covers him with one of the fallen enemy soldier's machine guns. Meanwhile, a single soldier, one wearing a Union Jack styled balaclava and using two automatic pistols, head to the right, taking out the grenade-wielding soldiers and stopping one heading into the tank._

_"Cap! Get down!" Bucky yells to him, tossing a knife at an attacker, letting him get to cover._

"_Rogers, Zola's upstairs." Another Howling Commando tells the Captain as they get behind cover, tossing a lock pick to the leader of that unit, Nick Fury himself._

"_About time your Invaders showed up." Fury mutters as he undoes the binds, tossing the lock pick back to the Captain, who then tosses it to the larger, bowl hat-wearing lieutenant of the second Unit, Dum Dum Dugan, who instead passes it to the man next to him while tearing his binds off with nothing but his own brute strength. "Like Pinky said, Zola's upstairs, just need to get to him."_

"_Over there." Cap points to a couple of chain hanging from a window above Dugan; while the chains are too high to reach, the two squad captains quickly figure a way up._

"_Dugan, ghonna need a boost." Fury calls to his second in command, who nods in reply._

"_Hey, you yanks thinking of doing something soon, or just wait there twiddling your thumbs?" James Falsworth, the Union Jack-wearing soldier (who, ironically, is simply codenamed Union Jack), yells as he dodges some gunfire, firing back and taking down two Nazis._

"_Right." Rogers nods, before radioing to the rest of his unit. "T'Chalka, Hammond, you two need to cover us, we're heading for the top floor now."_

"_Roger that, Rogers." A voice that just doesn't sound human replies, before being followed by the sound of a fire starting and the radio signal disappearing._

"_Bucky, cover fire!" Rogers yells to his friend in the corner, who holds a hand up while nodding._

"_I hear ya, just don't get captured again, I ain't busting your bacon out of any cell again." The teenaged sniper replies as he reloads, aiming at some of the hiding Nazis in the large castle entrance._

_Turning to nod at Fury, Cap and him run out of cover, the super soldier getting ahead of him quickly and leaping up to the chains-reaching a record breaking height- while Fury runs at Dugan, jumping up as they hold their closed hands outward, boosting their leader up to the chains. The two climb up quickly, drawing attention from the enemy, with one drawing out a grenade launcher to take them out._

"_I see ya, you slippery little-" Bucky starts mumbling as he takes aim at the man with the grenade launcher, but enemy fie stops him from getting a clear shot. Taking a few steps back, he charges at the runway, using his rifle as a vaulting pole to launch himself at the man with the launcher, kicking him hard in the head to knock him out, while taking a, head hitting, shot at an enemy sniper as he flies. "Yeah, I'd like to see anyone else make that shot!"_

"_Rogers, Fury, how's the mission coming along?" A female voice radio calls, while gunfire is heard in the background._

"_Al? We're heading up to Zola's now, any sign of Hammond or T'Chalka?" He radios back, while on the other side, a woman with spiked black hair and a black body suit marked with a red hourglass-like shape on her stomach controls a tank she 'borrowed' from a nice-and now unconscious-Nazi and is currently heading to the castle._

"_Torch and the Panther are heading up now, Romanoff and Todd are just outside drawing away any reinforcements. I'm heading over now." Al, the call sign of the woman who leads the Black Widow unit, explains as she drives the tank to their location._

"_Good, thank you, keep me posted." Cap returns to climbing along with Fury, but stops when someone starts shooting at them as they pass through the window while trying to get to the top floor. Before either can be harmed though, what appears to be a man made of fire flies overhead, sending balls of fire down at the Nazis._

"_Rogers, Fury, I'm here to help." The synthazoid known as Flaming Jim Hammond, or The Torch, tells them as he hovers above, before flying around to take out anyone trying to attack. Meanwhile, a man dressed in a black suit made of Vibranium-based threads that holds a panther theme leaps from enemy vehicle to enemy vehicle, taking them out as quickly and efficiently as the animal it resembles._

"_But I would suggest you get a move on; don't stall." The panther man, T'Chalka the Black Panther, politically elected leader of the micro-nation Wakanda, tells them as he does the aforementioned action._

"_Back! Back you swines!" A red–dressed man, whose flaming skull head and arm makes him stand out, laughs while tossing large flames at the oncoming enemy support. Above him, a teenaged Natasha, fresh from the process that made her a Black Widow, stands on top of an overturned tank while holding a machine gun at least twice her side while tearing apart anyone that Mark Todd, the Flaming Skull, misses. "You ain't getting past this, not without you free face burning!"_

"_Todd, enough with the gloating!" Natasha yells while firing round after round. "Captain, any time now! We can't keep this up forever!"_

"_Sorry." Rogers replies over the radio as he and Fury continue climbing, quickly making it up to the top, where the feeble scientist known as Arnim Zola, currently working on a machine that would allow a human mind to be kept alive and function using a robotic body, waits alone, quickly surrendering when he two point their weapons to him._

"Rogers?" Agent Romanoff asks the distracted superhero and military captain, snapping him out of his flashback.

"Natasha?" He questions, while shaking himself out of his state.

"You appear distracted."

"Yeah, sorry, I was, just remembering the old days. Before, you know."

"Hm, been a long time since then." Natasha muses; while she's kept young by the processes that made her a Black Widow, she still remembers the war, even if she was barely a child at that point.

"Yeah. You remember Bucky?" He asks her, while she turns away from him a little.

"Every day." She replies quietly. "He was a good man."

"Well, not really a man yet. He was barely a boy when, well, you remember." Steve sighs in memory. "He always liked you, you know."

"I remember; he was still the only person who could make me smile back then." Natasha admits with a similar sigh, before getting back to work. "OK, I've scouted the area, and so far its secure."

Turning to show him how everything's set up, leading to some security monitors showing several live images.

"We've got all the halls for the next three floors guarded, six guards a hall, while the roof heliport is covered by four guys by each corner." Natasha explains, showing all the halls and rooftop positions. "We've also got a chopper coming in to bring in more agents when their shifts turn; and, as you can see, we've got this area pretty secure."

Turning around, Steve glances at the eight agents sitting around the apartment, keeping the area guarded, though he stops at the sight of one agent in particular.

"Why's Morse here? I read her file, she's not a foot soldier." Steve questions in confusion; Morse is a Science and Operations agent, she shouldn't be on guard duty.

"After Clint got shot, she insisted on being present when we stop the Winter Soldier." Natasha explains simply. "Wouldn't take no for an answer."

"OK, well, what's the extraction plan if we get attacked?"

"We've got Sam ready and waiting to fly in to get him out." Natasha explains with a shrug, turning on a com device. "Sam, you in position?"

"Got my ass planted right across the street." Sam responds with a grin, as across the street on another building, he waits while suiting up some kind of advance metal back-back with wings attached. "Would be better if we had a Quinjet with us, but I'll be flying better like this."

"Good; be ready to move." Natasha adds, turning off communication for now. "That's everything from the SHIELD end; you have the Avengers ready?"

"Most of them wanted to stay by Clint's bedside, in case he woke up." Steve explains. "We do have Tony though in a stealth armour, waiting until he's needed, and Vision's keeping the perimeter under check."

"How's he doing?" Natasha asks, pausing for a second.

"Better than he could be; not quite awake, but he'll pull through." Steve answers with a shrug.

"Here's hoping he's up soon then." Natasha matches his shrug as she glances over the other agents. "I'm going to go check on some of the agents."

With a nod from Steve, Natasha walks over to some of the agents, glancing at them, but deciding to stop on Bobbi Morse. The blonde-haired agent yawns, struggling to stay awake as she keeps guard by a pool table, looking ready to collapse.

"You sure you want to stay here?" Natasha asks her. "How long since you went to sleep?"

"Well, I just finished a night shift when I heard about Clint, so not since yesterday afternoon." Bobbi replies with another yawn. "I'm fine, don't worry; sleep deprivation isn't a problem until its been a few nights."

"Look, just take an hour's sleep; we've got a chopper arriving in a few minutes, just switch out with the others and get some rest; you can switch back in next shift."

"I'd rather stay here; I don't want to miss anything..."

"Don't make me pull rank, Bobbi; you need some rest." Natasha repeats, earning an eyeroll from the stubborn agent; while she might have an impressive combat record, Bobbi isn't a super enhanced agent like Natasha or Steve, so she can't afford to put off rest like this.

"Fine, Lady-chief, but only for an hour." Bobbi sighs, walking off towards the entrance to the heliport as Natasha rolls her eyes back.

"You know, colourful lot, you SHIELD folk." Pierce comments, turning to another agent as he observes the various agents around them.

On the roof, Bobbi opens the door up, spotting some familiar faces as she heads up.

"Morse? Coming up here to join us?" Coulson asks, as he spots her coming up. "You look exhausted."

"That's what I keep getting told." Bobbi yawns once more. "Natasha sent me up to switch out with the next shift; apparently I need rest or something."

"Oh, how vary dare her." He grins back, looking up as they see a helicopter coming. "Well, at least you won't have to wait up here in the cold for long."

"Yeah...its pretty early though." Bobbi replies, looking at it with suspicion.

"That it is..." Coulson thinks, realizing that it shouldn't have came for another ten minutes. That is...suspiciously odd.

As it lands, three agents step up to greet the agents taking their place, only to fall down as they're quickly shot, alerting the others.

"We have contact!" Coulson radios to the others as he and Mockingbird take cover. The agents remaining join them in taking cover, firing back as several armed gunmen step outside, dressed in suits and all wearing white masks to hide their identities.

"Looks like Maggia." Bobbi identifies as she peeks over, taking a pistol and firing a few shots to hold them off, winging one of them, as the leader of the gunmen steps out, revealed as a tall woman, donning a distinctive golden face mask and white and black combat gear. Firing back, the masked woman forces the bird-themed SHIELD agent to duck back behind cover, as they draw closer.

"OK, you go for the left, I'll keep them distracted while you flank them, and we should be about to..." Coulson starts to give some orders, but is quickly distracted when he sees two more choppers arriving, with more people on board, with some 50 calibre machine guns mounted on the side. "Well, this just got very terrible very fast."

"Those are some nasty birds up there; look like Stark-level tech." Bobbi adds, looking up, before her and Coulson quickly start moving to avoid the gunfire tearing them apart.

"Hey, let me be the judge of that." A voice announces, as Iron Man's stealth suit de-cloaks, blocking some bullets before they could tear them apart with his force field. Turning back, he looks at the two, nodding at them. "Go, I got this."

Nodding back, the two make their way back down to the apartment, in time to warn them.

"Guys, we're under attack!" Bobbi declares as soon as they get inside, alerting the agents inside.

Taking initiative, Natasha moves to look at the set up monitors, seeing the scale of the attack. "No Winter Soldier, just armed thugs."

"Its the Maggia; any idea why they're attacking?" Mockingbird questions, turning to the shocked Senator Pierce.

"I honestly have no idea; I've never even heard of the Maggia." The Senator insists, looking around. "What exactly's happening?"

"If I had to venture a guess, I'd say something you've done has upset them." Steve starts, gripping his shield. "Only question is, what does it have to do with the Winter Soldier?"

"Are we just going to wait here then? There are attack choppers outside!" Pierce complains, looking between the combatants around him.

"We'll get you out of here, don't worry." Steve assures him, turning to the others. "Natasha, you and me will escort Senator Pierce down stairs; we'll rendezvous with Sam and get him out of here. Coulson, keep at these monitors; keep in contact and keep us informed on anything that happens, either on the roof or in the halls. Morse, I want you leading the agents up here; you and Iron Man need to make sure they hold this line."

"Guess its Avengers Assemble time, or at least something like that." Morse muses, drawing out her battle staves as she steps back getting ready to get to work.

"I've got you covered Cap, you have my word." Coulson adds, a bit too enthusiastically as he puts on a headset, sitting at the desk and taking note of how everything is.

"Lead the way, Steve." Natasha clocks her pistols, nodding as he leads them down, with Steve keeping an arm on Pierce as they head down.

Upstairs, Tony continues dog-fighting with the choppers, doing his best to shield himself from the large calibre weaponry. He fires back, managing to down one helicopter, though the others manage to avoid his attacks, one hitting him in the head with a high-powered round, knocking him onto the floor.

He begins to get back up, when he's hit with a small metal device, electrocuting and hitting him with an EMP, taking out his systems. Before he can react, a hard kick hits him back to the floor, kicking him again before he can try to protect himself.

"Well, well, Iron Man." The Masked woman muses, standing above him, holding him down with a single foot, pinning him in place. Smirking behind her armour, she looks him over, noting the weaker weapons placed on the stealth suit. "I guess you should have picked power over stealth in this case."

Taking out a metal blade, she digs the blade in between the plates forming the metal mask on his face, trying to pry off his helmet. It doesn't take long, but the damaged armour soon gives, allowing her to pop the face plate off, revealing Tony's dazed face.

Backing off for a second, the woman looks in shock, not expecting it to be him under the armour.

"...Tony?" She whispers, lifting her own mask up, revealing the face of Whitney Frost underneath. "You said you just built the armour..."

Before she can do anything else, Mockingbird cuts in, kicking her back, striking at her and drawing her away from Tony.

"Stark, get your ass up." Bobbi tells him, trying to get him up as the masked woman recovers, replacing her mask. Just as Tony regains consciousness, Frost repays Bobbi's surprise attack with her own, tackling the female agent away, smashing her into a stone wall. Cringing, Mockingbird pushes back, kicking her off and drawing her battle staves, striking at the Maggia leader.

Leaping back to avoid the attack, the masked woman kicks back, striking her in the abdomen. Bobbi rolls back, tossing one of the staves at her, striking her in the shoulder, before running up and punching her, knocking her off of her feet while grabbing the stave, connecting the two together to form her telescopic staff, swinging it about and striking down.

Rolling out of the way, Frost draws a gun and tries to fire at her, only for the gun to be knocked out of her hand. Before Bobbi can hit her again, she's forced to leap out of the way of one of the attacking choppers as it turns its attention to her, but that's dealt with quickly as Tony recovers, firing repulsars to knock it off course.

Looking between the two, the masked woman looks back as she sees her chances of winning a fight here are limited.

"Hm, lets pick this up another time." The masked woman muses, dropping a flashbang on the floor.

"Wait!" Before Bobbi can grab her, the grenade goes off, knocking her back onto the floor as the sensory attack knocks her out, while Iron Man is once more stunned, recovering in time to see the woman gone, leaving behind nothing but her mask.

...

Meanwhile, downstairs, Romanoff and Rogers make their way down with Pierce in tow, trying to get him out as fast as they can. Down five floors, they still have enough ten floors to go, though now past the halls the had guards on, leaving them with no other defence.

"You look like you're in the clear for now." Coulson radios in as he keeps a vigil on the cameras, though this statement is quickly proven untrue as he turns back to the cameras on the halls.

One of the cameras flicker, obscuring Coulson's view, letting him only catch glimpses as a shadowed figure storms the hall, taking out the agents guarding them in mere seconds, clearing the whole floor quickly. Another camera starts flickering, followed by the sight of the same figure storming the same hall, this time catching a guard off-guard and smashing him into the wall, before using him as a human shield from the others and quickly dispatching them.

The third occupied hall's camera does the same, going down for longer periods of time, each time returning for an instant and giving him the view of the figure standing over a different guard killed, until finally stopping, with the Winter Soldier's face in front of the camera, glaring at him through the camera. The image cuts off, making Coulson take a breathe in shock.

"...Cap-Captain Rogers, sir, the Winter Soldier is here; repeat, he's here, and he just took out three floors of agents in under thirty seconds."

"I hear you Coulson; stay where you are, do not engage him. Tell us where he's going." Steve responds over the communication device.

"Right; I've currently lost visual of him, but he seemed to be-" Before Coulson can finish, the door is kicked open and a grenade is tossed inside, detonating and taking out a handful of the agents keeping the room secure. Coulson is stunned by the explosion, knocking him back, but leavig him conscious enough to see the Winter Soldier strike the room.

An agent draws their gun, but they're quickly disarmed and beaten with the butt of their own weapon, caving in their skull quickly. Before another can fire, the Winter Soldier is rushing them, blocking bullets with their metal arm while drawing out a combat knife, slashing their throat, then rushing and killing another with a gut strike. Using them as a shield, he rushes the final standing agent, tossing the dead man in his arms at them and knocking both tumbling out of the window.

Turning around, he scans the room, looking for Pierce, and without him in sight, he turns to the monitors Coulson is sitting at, shoving him out of the way and looking over the monitors, quickly finding the floor they're on. With them now onto the seventh floor, the Winter Soldier steps back and fires at the monitors to stop others using them, glancing at Coulson once before leaving, letting him live as he heads to the window; no point killing a barely conscious non-hostile.

Drawing a grappling gun of some kind, the Winter Soldier heads to the window, leaping out and firing the grappling wire up, descending down to find the floor.

Downstairs, Cap and Widow continue heading down with Pierce; having disabled the elevators and left the stairs cut off at points specifically in case they were used by the assassin, the three are forced to navigate a difficult route to escape.

"Cap...we have a problem." Coulson radios in once he's recovered, barely able to stand. "Winter Soldier just hit the room; everyone's dead, I think he left me because he thought I was dead or something, but he's probably heading your way now."

"We hear you, hang tight." Steve nods, before turning to Natasha. "We don't have time to keep going this way, we have to get out of here now."

"Wait, we're still six stories up." Pierce informs them, looking confused as they lead him towards a fire escape.

"Sam, you're needed; sixth floor fire escape." Steve radios in, contacting the wingman.

"Got it, on my way." Sam nods, before leaping from his post, free-falling from the building while pulling some goggles over his face. After a few stories, he actives the wing-pack on his back, deploying two large red-coloured fibreglass wings while an in-built jet kicks up, turning his fall into first a glide, and then a flight, allowing him to fly down to their destination.

Spotting them by the fire escape, he descends down, stopping by in front of them.

"You rang?" He smirks a bit, patting Steve on the shoulder.

"You've got to be kidding me." Pierce sighs, realizing how they're getting him out of there; he's not being flown out by a guy with some kind of jetpack, it'd be way too dangerous.

"Relax man, I'll get you outta here." Sam assures him, a pleasant smile on his face.

"Sure you can get out of here?" Steve asks him, making sure.

"Of course; my callsign isn't 'Falcon' because of my great swimming skills, I can fly him out and get him to safety before they even know he's gone."

"Try to be safe, we don't want any more agents getting-" Natasha starts, but is cut off when a bullet just narrowly misses them.

Turning, the four of them see the Winter Soldier swinging in on the grappling wire, firing at them a few times with a pistol.

"Awe sh-" Before Falcon can finish cursing, he's kicked off of the edge by the Winter Soldier, while the other three pull back, pulling Pierce back inside. "Go! Run!"

"Sam!" Steve calls after him, watching as he steadies himself.

"I said go!" He yells up, trying to turn his fall into flight once more, while Winter Soldier swings back, this time heading for Steve.

Taking his warning, Pierce turns and bolts, forcing Natasha and Steve to run after him.

"Senator Pierce!" Natasha manages to yell out, before a knife flies past her and Steve, cutting a lock of her hair off as it does, hitting Pierce in the back. "No!"

The senator falls over, a knife in his spine, cringing and curling up in pain, as the two turn to the Winter Soldier standing behind them, glaring back.

Steve is the first to attack, swinging at him, only for him to dodge and duck, avoiding his strikes, before drawing a second knife and swinging back, slashing repeatedly at him before switching to his metal arm, striking hard, only to be blocked by the shield, making him pause for a split second, giving Steve a chance to punch him in the face.

He rolls with the hit, covering his chin as he feels his mask is gone, knocked off by the punch. With his hair obscuring his face, the Winter Soldier rushes Steve, tackling him into the wall, smashing it partially, and getting ready to strike him once more when he's hit by a stinging bolt from Natasha's Widow's Sting bracelets.

Pulling back, he turns his attention to her, trading strikes, slashes, and kicks, getting kicked in the throat for his troubles, prompting him to slash up, cutting her across her collarbone, knocking her back.

"Natasha!" Steve yells, tossing his shield at the soldier, only for him to catch it effortlessly without even looking up.

Outside, Sam manages to catch himself, flying back up to join the fight, arriving to find Natasha on the floor, covering her bleeding chest, with Steve kneeling above the dying Senator, trying to see if he's alive, with no sign of the Winter Soldier.

"Man, where'd he go?" Sam asks, spotting Steve's shield on the floor and picking it up, walking up to him.

"I-I turned away for a second and he was gone." Steve explains, looking pale while focusing on trying to stop the bleeding. "Don't suppose you have any medical training?"

"Jesus, man." Sam kneels down next to him, seeing the state the Senator is in, turning back to look at Natasha. "Widow, you OK?"

"Yeah, just a flesh wound." Natasha responds, standing back up to join them.

"Anyone hear me? We need a medic." Steve calls into the com device, watching as the senator loses consciousness, trying to stop the bleeding the best he can but proving futile.

"Steve-Steve, its too late man; he's gone." Sam tells him, putting a hand on his shoulder, trying to pull him back, seeing as the man dies in Steve's hands.

"Damn it..." Steve mutters, continuing to try to help, continuing to radio for a medic, but no matter what it proves futile.

Mission failure; Pierce is dead.

...

A few blocks away, the one remaining Maggia helicopter descends and lands, with Whiteny Frost stepping out, taking off her mask as she thinks over the current revelations. The mission was a success, they survived a firefight with SHIELD and escaped some Avengers, and Pierce is dead and Winter Soldier is arriving in a moment to escape. Anything else?

Oh yeah, her boyfriend is a _frikkin'_ Superhero.

The point of dating a guy like Tony Stark is you don't need to worry about him doing anything that might cross paths with her work, and yet, there he was, fighting her men in a suit if powered armour. She knew he worked with the Avengers, she knew he made stuff for SHIELD, but she thought he was a Q-like figure, not one of them. How the hell is she supposed to keep dating him now?

Her thoughts are cut off as she sees Winter Soldier arrive via motorbike, removing a helmet he wore as he approaches them.

"Well?" Frost, putting her mask back on, glances at him.

"Pierce is dead, SHIELD didn't know what hit them." Winter Soldier responds simply, standing in front of them.

"Hey, they're talking about us on the news." Another agent calls, holding a small portable TV as he watches the news, showing it to them. "Well, talking about what we did."

"..._after a daring attack on his apartment that left several SHIELD agents dead, Senator Alexander Pierce has been confirmed to have been killed in the attack. The cause of death has not been confirmed, nor are SHIELD discussing the events that lead to his death, but it is known that several of the Avengers were present. The senator had previously been targeted yesterday, but was instead replaced by a robotic body double._"

"See? That's what you did." The goon snickers, taking amusement in all of this, while Winter Soldier focuses on the footage.

"_...The previous attack left an Avenger in critical, but we can report that he has now woken up..._"

What?

"_...The Avenger, codenamed Hawkeye, was injured after taking a sniper rifle round at close range in the shoulder and suffered several blunt force injuries. Known for using arrows, Hawkeye is a relatively new member of the team and his exact abilities are unknown, but he's now the first Avenger to be injured in combat. SHIELD have refused to confirm which hospital he is receiving treatment in, but have confirmed he's on his way to recovering..._"

He should be dead.

Gripping his weapons, Winter Soldier turns, agitated at this, heading back to the bike.

"Hey, where are you going?"

"Fixing some loose ends." Winter Soldier claims, heading off to parts unknown.

"I'm supposed to take you back to Stane! You need to be returned to Lukin!"

"Pick me up later; I have work to do." He retorts, starting up the bike and leaving before they can stop him.

...

A few hours later, at the hospital Hawkeye is located, the Archer sits back in his bed, most of the Avengers hanging outside as they await the rest to join them.

"Well, look who showed up." Clint calls as he spots the door opening, revealing Steve, Natasha, Sam, Tony and Bobbi, all to see him as some of the other Avengers join them in looking inside. "See you remembered you had a friend in the hospital after all."

"I see you didn't suffer any brain damage from being shot." Sam notes. "Still our good old obnoxious archer."

"Hm, love you too Wilson. So, any success tailing Winter Soldier?" He turns to the others, looking at their faces. "Take that as a no."

"He got backup from the Maggia, they were lead by this woman with a gold mask." Bobbi explains. "Interpol ID'd her as Madame Masque, one of their family heads over here."

"He hit us fast, got Pierce with a knife." Sam adds, sighing a bit. "On the plus side, he dropped his mask, so hopefully the cameras caught a good look of him."

"The fight was in a blindspot, but I'm going over the other cameras, trying to get an image of him." Tony adds, holding up a small hand-held tablet-like device, going over the footage of the hallway around the fight. While there's no footage of the fight with Steve and Natasha, they do have a camera that gets an image of Pierce being hit with the knife, ID'ing where the fight took place.

"You OK Steve? you look like you saw a ghost." Clint muses, looking at him as he instead stares off in the corner, thinking to himself.

_"Natasha!" Steve yells, tossing his shield at the soldier, only for him to catch it effortlessly without even looking up._

_Steve watched as the Winter Soldier held the shield up, turning to look at him, his eyes staring at him, like an all-too familiar ghost._

"Nothing, its nothing. I just, nothing." Steve mumbles to himself, causing Natasha to look at him, an agitated look on her own face. He can't have seen what he thought he saw, it couldn't have been.

"OK, got it." Tony announces, pressing something to make a holographic display of the footage appear before them, showing the Winter Soldier rush to leave, pulling his knife from Pierce's back and heading down the hall, his face caught on the camera as the image pauses on it. "We got an image; Steve, you wanna look at this?"

Steve looks at Tony, then at the image, stopping at the face. No, no it can't be.

_"Cap! Get down!" Bucky yells to him, tossing a knife at an attacker, letting him get to cover._

"Steve?" Tony asks, raising an eyebrow.

_"Bucky?" Steve whispered as he looked at the Winter Soldier, frozen in shock, staring at his face._

"Steve, what's up?" Clint repeats, sitting up.

_"Who the hell is Bucky?" The Winter Soldier spat out, narrowing his eyes as he dropped the shield, staring at him. With him not attacking, the Winter Soldier took the chance to turn and leave, running past Pierce and taking his knife back as Steve remains in shock._

"It really is him." Cap mutters, getting Natasha to look at him quickly, then turn to the floor. He notices this, turning to her. "You knew?"

"Knew what?" Bobbi asks, as Cap pushes past, looking at Natasha like an angry parent to a child avoiding eye contact after they did something bad. "What? Who is that?"

"That, is James Buchanan Barnes." Cap explains without taking his eyes off of Natasha. "He was a World War Two sniper, the youngest to serve such a role."

"Wait, I thought that was that kid you served with, what's his name..." Tony asks, but quickly realizes. "Wait, that's, is that...?"

"That's Bucky." Natasha speaks up. "The Winter Soldier, is Steve's old sidekick."

...

-Next Time:

Natasha has to explain the truth behind Winter Soldier to the team, a truth which may just cost her position in SHIELD. While Clint recovers from his injuries and they spring a trap for Winter Soldier, Cap must come to terms with the truth: Bucky Barnes, his best friend, is alive, and he may have to kill him to protect his new team.

...

Notes:

-Clint's deafness is a big thing for his character, but it feels like its often ignored, so I wanted to keep it here.

-I wanted to have this done in one chapter, but decided to split it in half to get this done quicker and avoid it stretching too long.

-The deal with Masque was originally planned to be left until a later chapter, but decided to add her here to make the fight a bit more fair (one against the whole team doesn't really make them look all that heroic when all he's got is being very good at what he does). Plus, you know, she's a badass super spy who's like an evil (or, still-evil) version of Natasha, why would I not incorporate her at all? So, yeah, Whitney Frost is still Madame Masque, and now I'm going to play with that a bit.

-Cap got some origin here. I decided instead of giving them all two or three chapters to get origin stuff done, I'd incorporate flashbacks during a single story to flesh them out a bit more, as here. I have planned to give Hawkeye and Iron Man both single chapter origins though, mostly to explore how Tony came to be and how Hawkeye came to join SHIELD and why him and Mockingbird are the way they are now.

-I was originally going to have Mockingbird be more snappy and angry at Natasha over getting Clint shot, but I changed my mind on that. In part because I realized that having the two get along would be more fun to write, in part because it was more natural, and in part because I realized that the two really would get along better and should have more scenes together. Its a shame they didn't get much time to be buddies in Secret Avengers before the _ a Mockingbird_ arc wrote out Bobbi.

-I also gave Sam far more scenes than planned, and yet it still feels like he didn't get enough time to shine. Captain America 2 made me really like Falcon, so I want to use him more.

-So, that's done, hope you enjoyed, and don't forget to review.


	7. The First Avengers

So, here's the next part, enjoy the second half of this story.

...

**TH.E. F.I.R.S.T. A.V.E.N.G.E.R.S.**

_1934._

_-Translated from Russian-_

_Several KGB agents move quickly around a small community in Stalingrad, constantly checking their time as they do so._

"_Good night, Natasha." A happy couple tell their young daughter as they leave her room, allowing the young red haired girl to sleep._

_As the two turn to their own room, two men, quietly as possible, slip behind them, drugging them quickly._

_Inside the girl's room, two others sneak in through the window, cupping her up out of her bed._

_She wakes quickly, and in confusion starts to scream, but they cover her mouth._

"_Do not cry, young one." The leader of the group tells her, picking her up as he carries her, in the same manner a father would carry their daughter. "You are safe. You are in no danger."_

_They walk from her house, while another man, carrying a girl that looks identical to her, takes the apparent clone into her room. When her parents wake up, they'll be none the wiser._

"_Do not fear me, I am here to help you." The man continues telling her, placing her in the back of an old vehicle. "My name is Ivan. Ivan Petrovitch. Tell me, what is your name, young one."_

"_N-Natasha." She speaks up, coughing. "Natasha Romanoff."_

"_Natasha, you are lucky. You are going to be part of something larger than anything you can imagine. You are going to be a hero of our people. You, my dear, are going to do great things. And I'm going to help you._

"_Rest now, Natasha, you have the future ahead of you, starting tomorrow, my young Black Widow."_

...

_1947._

_The Nazis were done. Hitler was gone, the Allies were victorious. But, a new threat had arisen; they called themselves HYDRA. They were lead by a maniacal mass murderer known as Johann Schmidt, the Red Skull, and they had the designs for a wunderwaffe capable of rewriting history completely. _

_And at this point in time, they were under siege in their last castle base as the Invaders tried to storm the literal castle._

_Former Nazis open fire, as the HYDRA soldiers try to fight back and stop them, but are quickly shot down or otherwise disposed as they storm the castle._

_Its been a hectic six-day trek here; Jim Hammond was shot down, Falsworth was caught on a mine, Al was blinded, and now, as the rest of their team clear out the area, Steve, Bucky, and Natasha are the only ones left to storm the castle._

_"Red Skull, the Invaders are inside!" A HYDRA soldier shouts, but is quickly shot back down as they storm the room._

_Red Skull roars in annoyance at seeing them, pissed at how they've arrived at the worst time possible. He just needed a few more moments to charge, before the Cosmic Cube would be ready for use. Gritting his teeth, the skull-headed man hits his fist against the console, turning to his men._

_"Stop them! Do not let them interfere!" Red Skull orders, pressing a few switches and dials on the generator before him, before retreating. If he can get the Cosmic Cube powered up, it won't matter what happens._

_The three of them charge in, leaping through gunfire, as several shooters take aim to hold them off. Steve deflects some bullets with his shield, drawing away attention while the younger pair move to the side. With Bucky giving her a boost, Natasha leaps up onto a higher platform, taking aim and shooting at the snipers on top._

_"Hail HYDRA!" Some yell as they fire their weapons, with one sniper getting ready to hit Steve in the shoulder._

_"Look out Cap!" Bucky yells, shoving him forward, just as the gunshot is fired, hitting him in the chest, just as the same sniper is shot by Natasha._

_"Bucky! No!" Steve yells as he sees him go down, blocking further gunfire with his shield while Natasha finishes taking out the shooters._

_"I'm fine, relax; just a flesh wound." He insists, getting back up, nursing his shoulder. "See, barely got past my armour."_

_"Room's secure Captain." Natasha adds, looking at Bucky, biting her lip as she sees how badly hurt he is._

_"That's a close one." Steve muses, helping Bucky up now that the room's clear, with Steve's glaze stopping on the large generator. "What is that?"_

_"It looks like some kind of big engine." Bucky states, stepping forward, looking at the machine. As he glances over it, however, he soon realizes that, not only is the machine on, but its severely over-heating, far too much for it to actually handle._

_"Wait, guys..." Bucky steps back, as he the generator starts to act out, a steam pipe bursting first, while a glass panel starts to crack. "Get cover!"_

_Before they can react any further, the machine overheats too much, exploding, tossing Bucky back. Steve, shielding himself, was fortunately too far away to be caught in the blast, as was Natasha, buck Bucky crashes back, screaming in agony, his left side covered in burns._

_"Bucky!" Cap yells once more, as Natasha gasps behind them, jumping down to see what happened._

_"Oh god..."_

_"Bucky, talk talk to me, can you speak?" Steve questions, looking him over. "Please, don't die on me."_

_"Yeah...yeah I can talk." Bucky coughs out, cringing as he tries to hold his injured left arm, but just touching it makes him yell in agony._

_"He's got some bad burns." Natasha states, trying to look him over, taking out some bandages. "We need to get him out of here or he could lose that arm."_

_"Well that'll suck; I'm a southpaw." Bucky jokes grimly, trying to give a smile through the pain._

_"Natasha, your medical units are closer, can you get him out of here?" Steve asks her, looking at her with an almost pleading look._

_"I can try; the area should be clear." __Natasha tells him as she lifts him up and supports him. _"I'll do what I can for him Captain."__

_"Good, thank you." He places a hand on her shoulder proudly, while lifting his arm to shake Bucky's. "Bucky?"_

_"Yeah Cap?"_

_"Don't dare die on me."_

_"Hah, you make me sound so lazy like that. I'll do my best to live, Cap, don't worry."_

_"Good, you better." He tells him, smiling a little, before turning. "Natasha, get there fast."_

_"On it; what about you?"_

_"I've got to finish this." Steve replies, standing back up, gripping his shield as he gets ready to stop the Red Skull._

...

Present day, Barton's hospital room, Cap, angrier than they've ever seen, grabs Natasha by the collar and pins her against the wall.

"Jesus, Cap, let go of her!" Tony yells, but Cap ignores him and the others.

"You told me he died." He speaks up, glaring at her as she looks back in the same way. "You told me Bucky died in your arms."

"I told you what I was told to tell you." She justifies herself. "I was just following my orders."

"You made him like this; he's like this because of you."

"I know that, but I had no control." She replies, cringing as she struggles to breath, while he holds her a foot above the ground.

"You could of helped him escape, you could of freed him before they destroyed him. You could have-"

"OK, now stop!" Fury calls as he walks in, flanked by Hill. "Rogers, put Widow down."

"Fury, you don't understand, she-"

"I understand a damn well more than you think." Fury tells him. "I was just outside, Rogers, I heard and saw everything, and as far as I can tell, she has a lot of explaining to do. And I'm pretty sure that would be easier to do if she still has a head."

"Fine." Steve lets go, moving out of the way so she can see Fury.

"Director Fury, I can explain-"

"Yeah, I expect you to." He cuts her off. "And now would be a good time to do so."

"I didn't intend for James to become this." She starts. "I was a Black Widow operative, a KGB agent; I was not who I am now."

"Yeah, I know the details." He replies. "But, when you defected to SHIELD, I gave you one demand: Tell me everything you knew. Barnes being alive and the Soviet's attack dog was something I would've liked to know."

"I didn't want to keep it a secret." She defends herself. "But, I thought he was lost. Before I defected, I thought I saw him die. I didn't want to send SHIELD on a random chase for someone who may not of even been alive, especially if it'd ruin the memory of a war hero."

"Well, he's not now, so spill it. Tell us everything." Fury repeats, his eye glaring.

She looks at him, then to the others, and then to the, clearly angry, Steve.

"You know the details of the Black Widow Program." She starts, remembering the process as she does so. "How the Soviets, they picked up children who showed potential, replaced them with duplicated, and transformed them into soldiers on par with Steve and Johann Schmidt, with myself as one of them. These upgrades also come with the benefit of making me and the others capable of surviving great levels of damage."

"And, this relates to Winter Soldier, how, exactly?" Fury asks, while she turns to face the ground.

"Because it saved his life." She explains, remembering the details of her dragging him across the snow covered plains to find her base.

"_Don't die James." She told him, having to place him down to redress his wounds and slow down the bleeding. "Please, stay with me."_

"_Come on, why would I leave someone that looked as great as you?" He said in reply while smiling with a boyish, playful smile, despite the large amount of blood loss and constant pain. "Don't worry, I'll be fine, just a bit more."_

"_You can't be so confident here." She warned him, as they crossed a large valley, on the other side the camp her leaders and fellow operatives were staying at. She placed him on a bed, before telling the doctors to save him._

"When James was dying, I took him to Ivan Petrovitch. He created me, I figured he would be able to save him. By putting him through the same process."

_She stood above him as the doctors worked on him, removing the bullets, and stitching up the injuries. The arm was too injured, but they had a solution to produce a suitable replacement._

"_Don't look so sad." Bucky told her as they worked on him, despite it being him who's getting the surgery at the moment. He reached up, brushing her hair out of her face. "Come on, a face like yours shouldn't be so serious looking all the time. Give everyone a smile."_

"They saved him. They stopped his bleeding and healed his injuries. They replaced his broken bones, reinforced his joints, gave him performance enhancing drugs and everything they could, until he was more than alive. They made him one of us."

_She looked at him when he was finished. His face was similar, but his hair had grown, and he was far taller than before, with a more defined physique and a stronger, broader body. He looked at her, without the same, playful and idealistic stare he once had. Instead he looked at her, the same way she looked at everyone else._

"Unfortunately, they also altered his mind, to make him complacent." Natasha adds, looking at the floor in regret. "They broke him."

"You turned him into their weapon." Fury states simply when she finished.

"I didn't intend it."

"You handed him over to madmen who brainwashed him into becoming their puppet." Fury repeats.

"That wasn't what I wanted!"

"You signed his soul away to them. You made him this. You turned him into a monst-"

"I loved him!" She stands up, looking at Fury as the others back away slightly in shock at this. "I, I loved him. He was, different then every soldier I'd ever met. He made me feel, human. He made me feel like I was someone different. I have spent, every single, night since that day wishing we didn't make him into this. Wishing someone went wrong and they didn't turn him into this, because every time I looked at him, he wasn't the same person I once knew."

She stops, turning to Steve.

"I didn't lie to you. He is not the man we once knew. He is a shell, a lifeless body they sent to kill others. James did die that day. I killed him when I gave him to them, and I will never forgive myself for what happened."

Steve turns away, thinking about that.

"And I don't expect you to either, Steven."

"OK, that's enough emotion for one evening." Fury interjects. "Everyone, I want you to come with me. I need you to tell us exactly what we're up against, this time without any secrets, and I need them to know everything. Barton, feel free to rest while we talk."

"That was my plan." Clint speaks up, resting back, looking at them all with a sympathetic look.

As Fury leads the group out, Steve stops behind, looking at Widow for a few seconds.

"Hey, Daddy, you and Mommy ghonna work things out?" Clint asks him in his usual manner. "Because if it's a choice between the two of you, she's got the nicer house."

"Heh, not quite. Hey, before you take a nap, I need to speak to you." He moves to sit on the end of his bed, looking at him in the corner of his eye.

"What? Because, I'd rather catch some Zs. You know, this, don't come natural, I gotta work on it." He replies, motioning towards his smirking face as he says the last part.

"I didn't have much of a chance to say this until now, but I'm, I'm sorry you got shot."

"Don't be, not your fault."

"It is. I'm your commanding officer, it's my duty to make sure you're safe when we got out, and that you're safe when we take out the bad guy. I failed that."

"Don't get glum about that. You can't control everything. Anything else, or can I sleep now?"

"Yeah, one last thing." He turns to him, reaching towards his ear and tapping the hearing aid the doctors have mad him to wear. "Mind explaining why this was a secret?"

"Oh, that..." He sighs. "Look, do you have any idea how hard it was for me to become an Avenger? I've got one skill, one thing I do; everything else is just 'kinda good'. If I had a disability on that, Fury would never sign me on the team."

"I don't think so. You're the best marksmen in SHIELD. Probably the world. You might not be superhuman, but that's still something."

"Yeah, but do you really think that'd be enough, knowing my hearing is crap?" Clint responds glumbly, sitting back and looking away.

"Look at me, all I've got is I'm good at what I do, but I'm not the best. I'm fast, but I don't have super speed. I'm strong, but no Hulk. I'm Smart, but even Thor knows more about the world than I do. And I can hit a target, but not nearly as well as you can. You're skilled, Clint, don't think because you're not perfect that you're any different."

"You're not coming on to me right now, are you?" Clint interrupts, getting an annoyed grunt. "Hey, just kidding; emotional moments make me uncomfortable. So, what exactly are you trying to say?"

"What I'm saying, You shouldn't of kept this a secret, Clint. You should have told us." He tells him, then sighs. "But, that's your choice. Look, I'm the one who gets to choose the team, right? And as far as I'm concerned, you're an Avenger, you always will be. But, you keep that thing in your ear at all times, and don't keep any more secrets."

"Fine, got it." Barton nods, resting back.

"You better, don't make me have to take away your Nintendo."

"Ha, like anyone still has a Nintendo." A voice laughs, as the two look to the door to see who just said that.

"Rogers, Fury wants you there too." Morse tells him, standing at the door. "So get a move on, Captain."

"Right." He nods, getting up to walk past her.

...

"To understand most of this, you need to know the full details." Natasha starts, standing in front of the group. "A few years prior to World War Two, the British Government discovered a man named James Braddock. Braddock claimed he was once known as Arthur Pendragon, he claimed he was immortal. James Braddock wasn't lying. He was a mutant. The first mutant any government detected, and the British Empire wished to use him as a super soldier. Naturally, The Nazis, the United States, and the USSR didn't want to be left out, and began working on their own."

As she talks, Steve walks in, standing at the back.

"Steve, is the US' attempt. The Red Skull, Zemo, and a few others, the German try. And the Russians, made the Black Widows." She removes the top half of her uniform, showing them the large series of, since healed, scars from the process on her shoulders, arms, and collar bone. "While the former chose drugs and eugenics, the KGB had biomechanical upgrades installed onto the bones, enhancing our physiques and granting small scale super human skills. Winter Soldier...James...has the same."

_She pictures the image of Winter Soldier, standing tall and holding two sub machine guns. He charges forward, leaping over two soldiers in his way, punching them hard in the collar bone. He lands behind them, holding the guns over his shoulders and firing, hitting them in the back. He turns, aiming at more as he spreads his arms out, hitting several in the head, one bullet each. He turns, charging at a tank taking aim at him as a helicopter starts to hover behind and unload a machine gun. Placing one gun back, he charges at the tank, pulling out a grenade and tossing it inside the cannon on the front while vaulting over the whole thing, firing two shots at the man holding the machine gun. Leaping onto the chopper as the tank explodes from the inside, he kicks the dead soldier away as he pulls the gun from its hinges, turning it on the pilots and others inside._

"Unparalleled, unstoppable. Winter Soldier, while born from the same process, is not the same as the Widows. The Widows were made for infiltration, sabotage, and espionage, but the Winter Soldier, they had different ideas for him."

_She pictures a different scene, the scene of a parade of some kind, with a man, his wife, and two bodyguards in a car driving along while waving at the crowds. Winter Soldier, calibrating his rifle, watches from the distance, before taking a shot. The bullet fires then ricochets off the road in a way so that it hits two people, a body guard and the man behind him with enough force to completely destroy his head._

"He's far more vicious. He's designed for the soul purpose of combat, and his mind was altered explicitly for it; he processes every method to kill someone every time he sees them, and he's programmed to not leave any survivors; if he shoots you, he's going to make sure you're dead. They were hoping to make more, following the war, but cancelled this when some of their agents began to oppose what was happening. It was one of the primary reasons behind freezing us regularly, keep us from growing up, stop our minds developing."

"Well, that obviously didn't work." Sam comments.

"For me, no. For him, not quite. They used drugs to wipe his mind, but they had to keep doing it to keep him from remembering who he was, but eventually he just broke; now, if he's not properly drugged, he starts to break down, and become unstable, and it got worse if he saw people who he used to work with. I was the only exception, so they insisted I work with him."

"They wipe his mind, and so he just kills whoever they point him at?" Tony asks, looking disturbed by this.

"Indeed; presidents, politicians, generals, royalty, anyone who the KGB felt would be in their way." She continues. "Even his former comrades."

"They what?" Fury questions.

"Dernier, Morita, Pinkerton, He's been responsible for the deaths of a number of war heroes; the Invaders were untraceable, but the Howling Commandos." She tells him, causing his face to, jut slightly, grit up a little at the hearing of two of his former subordinates deaths. "I'm sorry."

"You knew who killed them all this time?"

"I assure you, I didn't help any of them; I kept trying to break down the brainwashing, so they separated us and forced us to undergo more extreme memory wiping to keep us from continuing this. Had I not missed an extraction, my brainwashing wouldn't have broken down, and I wouldn't have defected."

"Wait, what about the lady at the bar? Masked girl with the body armour and my weapons, who was that?" Tony questions her.

"Madame Masque. Daughter of Count Nefaria, and one of the deadliest assassins in his employ, as well as a high ranking member of the Maggia." Bobbi interrupts, answering that one. "I did my homework after we ran into them."

"The crime syndicate? What are they doing with him?" Sam asks, confused.

"That, we don't know." Widow replies simply. "Most likely, they acquired him after the collapse of the Soviet Union, and have taken to using him for their own purposes."

"Wait, wait one thing." Tony speaks up. "You said, before, that he never leaves a surviving victim, right?"

"Yes, he does." She replies. "They made sure he was thorough in his work. Even if you're a bystander caught in his path by a stray bullet, he will hunt you down. He can't let there be any loose ends."

"Well, I think we're forgetting something." Stark stands up. "We know who he's going to be going after next then."

The others think about what he means, before slowly, they realize the implication; who's he shot recently only to survive?

"Barton."

...

Back in Clint's room, Morse sits alone by the entrance of an in-built bathroom as Clint takes the chance to shower now that he's awake.

"You nearly done in there?" Bobbi asks, getting a little impatient as she reads a magazine; she's supposed to wait around until he's done in the shower, in case something happens while he's in there. "I kinda need to get something to eat, so if you-"

"I you decide to get some food, don't get any of this hospital crap." Clint interupts, as he turns off the shower. She turns, seeing him returning from the bathroom, wearing just a towel.

"You planning on putting on a shirt?"

"Oh, come on Birdie, you've seen me in less." He laughs, sitting back on his bed. "Hell, you saw me naked before we even liked each other. Actually, now that I think about it, you became a lot nicer after that. You saw something you liked, didn't you?"

"No, not how it happened, Sport."

"Maybe, but if you don't mind, I think I'll pretend that's what happened, makes me feel special." He smirks, returning to his bed. "You know, you look horrible right now."

"Gee, thanks."

"No, seriously, you OK? You look like you've had any sleep in forever."

"Yeah, well, hard to sleep when your ex is in the hospital." Bobbi retorts, shrugging.

"Really? Because, usually people celebrate that." Clint responds, looking at her.

"I ain't most people."

"Yeah, I could say the same thing about myself." Clint shrugs, getting an agreeing nod from her. "Seriously though, this is the longest we've been in the same room since we, you know."

"I know but, yeah, is this awkward?" She asks, raising an eyebrow.

"Of course not, we're both dults. As far as I'm concerned, it's the past, and you're just my colleague. Admittedly, my colleague who I've seen naked, my colleague I probably still have feelings for, and my colleague that I am currently mentally undressing-and redressing in something pretty, but my colleague all the same."

"You know, your bluntness is a very easy way to get a magazine shoved down your-"

"Yeah, well, you're no stranger to bluntness." He retorts, making her shrug as she opens her can.

"Got me there Sport."

"Heh, you know, after all this time, I still love it when you say that."

"What? Sport?"

"Yeah, makes me feel special, weirdly." He thinks while sitting back. "Considering my ears were crap and I could only just make it out, it's nice to hear it clearly. How about you? Birdie still good for you?"

"Kinda. A little, I guess." She shrugs, sitting back herself.

"Cute, now mind acting professional?" Fury interrupts them as he reenters the room, heading to the windows to draw the curtains close.

"Oh, Director Fury, sir, I was just-"

"Yeah I saw that." He interrupts as she gets up off her seat. "Do me a favour and check the hall, make sure there isn't any windows that would leave Barton open here."

"Why? Why can't I be open?" He asks as Natasha, Tony, and Steve enter while also looking over the room.

"Well, as Tony pointed out, he may come after you; he has a compulsion to finish off those he injures, and that includes you." Steve starts.

"So we're doing what we can to make sure he doesn't get to you." Natasha adds.

"While also using you as bait." Tony finishes.

"Huh, bait, why not just give me a dress and chain me to a pole?" He asks sarcastically while getting up, though Steve stops him.

"This is serious, Bucky...Winter Soldier, he's dangerous."

"Look, Cap, I'm sure Junior's a hassle, but I don't think keeping me locked up is going to be a good idea."

"Well it's the best thing for anyone right now." Fury replies. "He won't stop until he kills you, and for him, that's as easy as just finding you."

"So, until he comes for you, we're clearing everyone out of the hospital, except you." Natasha explains. "Don't worry, you'll be safe, but this might be our only chance to bring him in."

"Uhg, fine, but if I get killed, I'm haunting all of you." Clint retorts, sighing as he sits back. "And I expect someone to get me some pizza while I'm here."

...

Office of Obidiah Stane.

"...So, you're telling me that, I loaned you my most prized weapon, and you lost it?" a voice questions, as Obidiah talks with a man over a video connection on his computer. The man, speaking with a Russian accent, avoids looking at him directly, too annoyed to pay him that respect.

"It refused to come back when it was supposed to." Stane retorts, giving him the same respect, or rather, lack of. "And that wasn't until after it failed two objectives I gave it. Honestly, this whole affair has proven to be far more trouble that its worth."

"You understand that I will expect you to find him, right?" The man turns, looking at Stane. "If it doesn't get mind wiped soon, the Winter Soldier becomes unstable, and that makes everything more difficult. You and I should both understand, if SHIELD find the Soldier before you do, they will know everything it knows, and without a mind wipe, that could be potentially a lot of things."

"I understand; I'll make sure to have Masque track him down." Stane responds, looking back. "I'll get in contact as soon as the Winter Soldier is secured, and I'll be sure to return it to you once I can; until then, I guess this is goodbye, Lukin."

"Likewise." The man, Aleksander Lukin, responds as they both separate their connection, turning their attention away.

"So you want me to continue cleaning up your mess, then." Whitney announces, standing in the door way.

"Whitney...who let you in?" Stane questions, looking at her; his security shouldn't have let her past.

"I had a key." She retorts, sitting in front of him, holding up a pistol, keeping her eyes on him. He briefly looks at the gun, then back at her.

"Whitney, if you wanted to talk, calling ahead still works."

"I'm not here for a chat." She declares, sitting back.

"Oh...really? Then what do you want?"

"Mostly, I want to know if you knew."

"Knew what?" Obidiah questions, until she places a metal faceplate in between them, the one she pried off of Iron Man.

"Did you know who was behind this?" Whitney questions, raising an eyebrow.

"I take it you took that from the fight." Stane responds, picking up the mask.

"Answer me, Obidiah." She insists, gripping her pistol. "Do you know who's behind that armour?"

"How couldn't I?" Stane answers, putting it down and sitting back. "If anyone's going to recognise Stark tech, it'd be me."

"So you sent me to help take down a senator, knowing the Avengers would likely interfere, and didn't think to tell me that I'm _sleeping_ with one of them?"

"Now Whitney, I'm disappointed; you should make him earn it before putting o-" Before he can finish, she pulls the trigger, just missing his head, hitting a picture behind him. Said picture being the image of his face, with the bullet hitting him square in between the eyes.

"Not the time for jokes, Obidiah. I nearly killed him last night, and you didn't think I should know that?"

"What do I care? In case you forgot, its me who's kept him from taking his father's company. You think I care if the little prat gets shot?"

"I should probably remind you that I am _holding a gun right now_. I'd be careful, Stane." Whitney threatens, glaring at him.

"Well, if you really don't want him to get shot, then I'd suggest getting to work on finding Winter Soldier." Stane responds, earning a curious glare from her. "See, Winter Soldier's got this obsessive, compulsive trait, always makes sure to finish off anyone they shoot. And that'll probably include the Avenger they put in hospital, and anyone who might be visiting them, like your boyfriend probably is..."

Whitney glares at him, but quickly gets to her feet, heading out to find Tony, while he merely smirks back. If he's right, Tony's probably going to be in danger.

...

Kronas Corp's US division, CEO's office.

In the office of Aleksander Lukin, the businessman tends to his legitimate work, even if his not-so-legitimate work is currently in need of securing. With the Winter Soldier missing, a big part of him is full of worry, agitated at what could happen if someone else gets their hands on him. Winter Soldier knows far too much, they can't afford to let him be out in the wild for so long.

Sitting back, the man sighs, frustrated at Stane failing to control the weapon. Getting up to get a drink to clear his head, Lukin pours out a glass of bourbon, returning to his seat with another sigh. As he sits down, however, he spots a familiar person in the reflection of his computer, sitting behind him.

Turning, he sees the Winter Soldier sits silently, staring at him. Lukin quickly gets up, dimming the blinds before motioning from him to stand. Taking out a small control, he opens a secret door, hidden by a bookcase, with the Winter Soldier following him inside, silently, sitting on a small bed inside.

"I thought I lost you." Lukin muses, unlocking a medical cabinet and looking through for the right drugs. He needs a sedative to put him to sleep, then a mixture of various drugs that will suppress his memory and free will, without taking away his skills.

The Winter Soldier, however, sits silently, in thought as he tries to relax. Usually, his conditioning makes him calm and relaxed in this room, but his mind is still going over everything over the past few days. Primarily, he keeps thinking about the archer, who's still alive and needs to be finished, but also, the man with the shield.

_"Bucky?" The man questions him, a look of familiarity and shock etched on his face._

"...Who's Bucky?" Winter Soldier asks, shocking Lukin. He doesn't usually talk, not unless spoken to.

"Excuse me?"

"The man with the shield...he knew me." Winter Soldier answers, a troubled look on his face, still in deep thought.

The whole fight flashes before him, every little detail of the man with the shield. How he punched, how he kicked, even how he smelt. Then, the night before, when the archer was shot, how he stopped him from finishing him off, and several days before that in South America, when the two were with Romanoff...Romanoff? How'd he know her name?

"Did I know him?" He asks, almost whispering, as he thinks about the red head, and the man with the shield, and every time they fought together... they fought together?

"_Bucky!_"

"I..."

"_Don't die on me James!_"

"...I knew him, didn't I?"

This is getting bad. Lukin watches as the Winter Soldier starts to unravel, his broken memory stitching together, putting pieces together.

"I think its time you went to rest." Lukin states, returning to looking for the damn drugs.

"The archer's still alive. I need to finish him off...no loose ends." Winter Soldier insists, standing back up.

"That's not important-"

"No loose ends." He repeats; some of his programming remains, evidently.

"I order you to sit down." Lukin barks, gritting his teeth, but the Winter Soldier doesn't listen, he just looks at the ground in thought. Damn it, he's not listening.

As Lukin turns to grab the needed drugs, he turns back to find him gone, with no sign of the Winter Soldier. Oh hell; he's loose, and he's unstable.

...

Back at the hospital, the whole building has been secured, guards everywhere, with as many patients as they can taken out to other hospitals for their protection. The media leaked the hospital he's staying at, so its only a matter of time.

Natasha stands on the ground floor, at the reception desk. She's swept the hospital so far, and there's no sign of any trouble, so for now she's taken a second to think over the events that lead up to this, sighing in regret.

_She remembers when she was just 16 years old. Russia was switching sides in the war, joining forces with the Allies. The Nazis turned on them, and they were going to pay._

_With that, came the pooling or resources, with British and American officers now working with Russians, and with that, here she was, fresh from her Black Widow training. She's already started field operations, and already killed a dozen men. But while a natural during missions, she feels unnatural sitting in an American military base, surrounded by soldiers older than her._

_Captain America talks with some of them, discussing the situation they find themselves in. One of their allies, a well-built and constantly shirtless swimmer with slick dark hair and elfish features by the name of Namor argues something with him, but she can't help but stop listening. She's distracted, by the feeling of two eyes burning into the back of her skull._

_The boy, the one her age keeps looking at her. Is he trying to intimidate her? Scope her out? What is his end goal here? He keeps looking at her, and has been doing so since they met, and she wants to know what, exactly, it is he wants._

_"Stop it." She demands, turning to face the boy, James Barnes. He looks a little taken aback by her sudden anger, caught off guard by it._

_"I'm sorry?"_

_"Stop staring at me. Stop looking at me. Just stop it, before I take out your eyes."_

_"Oh...oh! Sorry, I didn't mean to be a creep or anything." Barnes quickly apologizes, looking sheepishly as he realizes he must have been creeping her out. "I just..."_

_"Just what? What were you trying to do? Were you trying to intimidate me? Or-"_

_"Oh, no! Sorry, nothing like that...geese, this is awkward..." Barnes blushes, scratching the back of his hair. "I just...I think you're really pretty, is all."_

_He what?_

_"What?"_

_"You're really pretty, I just can't help but think; what's a pretty like you doing in the middle of all this-not to say you can't be involved because you're a girl or anything, just...god, I look like a real jerk, don't I?"_

_"...Not at all." A crush; all it was is that he had a crush on her. No boy's ever had a crush on her before, this is new._

_"Lets start over, I'm Bucky."_

_"Natasha...Natasha Romanoff." She holds out a hand to shake his, trying to smile back._

"Natasha?" Cutting her back into the present, Sam Wilson looks at her, holding two plastic cups of coffee. "You OK?"

"I'm fine, just...you know."

"Still blaming yourself?" Sam asks, raising a sympathetic eyebrow. "Don't hate yourself so much, Natasha, it's not going to do you much good."

"You can see why I'd be blaming myself though."

"For the most part, yeah, but you gotta quit it." Sam replies as he bumps into an orderly entering the elevator. "It was war, that makes you do stuff that makes it hard to sleep on. Its nothing you need to blame yourself for."

"Don't try any of this social worker stuff, Sam, I don't need counselling."

"Well, clearly you do." Sam repeats, as the two walk down the hall. "Look, I'm not going to give you some speech about how you need to let go of this stuff, but just know, I'm not holding this Bucky stuff against you."

"You're probably the only one then." Natasha sighs, continuing to walk ahead, heading towards the stairs. As she opens the door, however, a familiar smell hits her and she stops, drawing one of her pistols as she checks inside the staircase.

"What is it?" Sam asks, noticing her change of demeanour.

"You smell that?" She asks, making sniff the air then cringe.

"Dead body?"

With a silent nod, she looks around, spotting the deceased body of someone left in a corner, hidden behind the stairs.

"Who is it?" Sam asks, watching as she looks over the body, checking for ID.

"Ed Russo, an orderly at the hospital." Natasha answers, holding up their ID.

"An orderly?" Sam raises an eyebrow.

"Yeah, and they're still wearing their regular clothes, and their bag is empty. He must have taken his scrubs to get around unnoticed."

"Natasha, we _passed_ an orderly on the way here." Sam states, making her look at him, then promptly drop her expression, standing up and activating her com device.

"Everyone, Winter Soldier is here; repeat, he is here, and he's in disguise. Look out for any orderlies in the hospital, he's probably going for Barton."

"What?" Fury questions over the radio, as a few floors away a man dressed in red scrubs pushes past doctors, patients, and a guy in a hoody carrying a sports bag.

They enter Barton's room, spotting him asleep in the sheets as they move to stand above him, pulling out a gun and holding it to his temple. Winter Soldier doesn't even blink as he fires...

...And makes the same mistake he made before as 'Barton's' head reveals LMD insides, before firing a fluorescent paint on him.

How? How did they-The man with the bag. The hooded guy with the sports bag.

Winter Soldier turns to head out of the room, the sound of the bullet making most of the people in the hall run, except for one, cocky and smug looking Clint, holding a bow.

"Hey, dumbass, that's two bots you blew the heads off. Those things ain't cheap you know." He tells him, smirking at Winter Soldier's slight frustration. "So, Winter Soldier, or Bucky, or whatever you're called, its my understanding you're a good shot."

Staring him down, Winter Soldier replaces the simple handgun, instead taking out his rifle, flipping it out to use.

"Too bad I'm probably better."

The two, instinctively, dive behind cover while firing at the other. A bullet grazes Hawkeye's leg, while an arrow is lodged into Winter Soldier's metal arm, as both men land on the opposite side of a wall.

"Hawkeye, get back!" A nameless SHIELD agent tells him as he tries to fire at him, but Cap's former sidekick just takes a random shot, hitting a wall and ricocheting the bullet so it hits them in their shoulder.

"Oh come on!" Hawkeye yells, moving over to the agent and dragging them behind cover, passing them to two doctors hiding. "Take him somewhere, patch him up. Don't let him die."

"What about you?"

"I'll be fine." He replies, despite the fact he's currently got a nasty gash on his leg which is now bleeding quite badly. He turns back, taking out another arrow as he runs to fire at them.

The arrow misses Barnes' head, but hits into his rifle's barrel, taking that out of play. Without changing his face yet somehow looking pissed, the Winter Soldier tosses it away, pulling out two heavily modified luger pistols, before turning and firing at the Avenger.

"Crap." Hawkeye mutters as he sways side to side to avoid the bullets, until one hits the strap to his quiver, taking it as he dodges, leaving his arrows out of arms reach as Winter Soldier approaches. With nothing but a concussive arrow, he loads and fires, with the arrow bouncing from wall to wall until it hits him across the face. "Ha! You're not the only guy who can break the laws of physics!"

As Barnes turns back, Hawkeye runs to his quiver, grabbing the first two arrows he can-which turns out to be a zipline arrow and a explosive one-and losing the first at Winter Soldier, allowing it to fire behind the sniper and pull Hawkeye at him, giving the archer the momentum to kick him into the next wing.

Unfortunately, as they crash in through the glass door, Winter Soldier flips the archer into a gurney, that then crashes into the wall.

"Double crap."

Barnes pulls himself up, scraping himself down before drawing out his guns again, approaching the tapped, barely conscious Avenger-

-When he's interrupted.

"Freeze!" Agent Morse yells as she and another agent hold two pistols at his back, only for him to dash behind one of the curtains. The two agent move forward, turning the curtain away to find him gone. "How in the-look for him."

As the unnamed agent turns the other curtains around, Morse goes to check on Clint. As she steps towards him, however, the agent behind her is grabbed, with his neck quickly snapped and his tie taken from him.

"What the-" The younger agent turns upon hearing the crack, seeing only the crippled agent, before a hard metal hand hits the back of her head and the tie is wrapped around her neck and tightened, choking her. As Clint regains enough consciousness to see, she coughs, trying to breath and pulling at the tie, but she's unable to peal his hands off.

Instead, she settles for flicking her battle staves into his eyes, shattering the glass covering them and giving him two nasty black eyes (accentuated by the already present grease paint around his eyes), while the staves bounce back into her hands.

She falls to the round coughing, rubbing her neck as he recovers. Before he can do anything, however, she turns, delivering a swift roundhouse to his chin as she connects the staves together into the battle staff they form, using it to strike at him from either side of the face and then the gut.

"Getting tired?" She asks as they pull back, only for him to parry the next attack, knocking the staff from her hand, and strike with two fists. She swings at his injured leg, taking him down too as they both try to recover. Slowly, they pull themselves up, grabbing one of the few discarded guns each and holding it up to the other.

"Hm, oh, I love me a good old Mexican Standoff." Bobbi snorts, lightening the scene with a cocky smile, despite the obvious injuries.

"Bobbi!" Clint calls as he pulls himself up, charging at the two. Despite the gun to his head, Winter Soldier pulls the trigger, just in time from Clint to tackle his former lover out of the way and back into the hall while tossing the explosive arrow in his hand behind him, knocking Winter Soldier back and delaying him.

Winter Soldier starts to pull himself back up, however, shaking off the shock from the explosion. He looks around, spotting the two as they lay, barely conscious, in the middle of a small walkway, surrounded by glass windows on either side.

Sam flies up with his wingsuit, with Widow holding onto him intently.

"How they doing?" Sam asks as they approach, trying to see.

"Bad, going to need to throw me into the action."

"Cap and Tony are just a few clicks away, I'll fly over to get them as soon as I drop you in." He tells her as he flies closer, getting ready to throw her.

"Good; I'll see them when they get here." She nods, before he spins, getting some momentum to toss her at the window.

Gripping a support beam above the glass as she flies towards it, she swings in, smashes through, and kicks Winter Soldier with enough force to knock him out of the other side, shattering the glass and sending him flying down onto a lower part of the hospital. A normal man would be dead from that drop. He'll be out for five minutes.

"Damn it, you look like hell." Bobbi mutters as the two struggle to pull themselves up. "And, you're covered in blood."

"Relax, only most of it is mine." Clint retorts, sitting up, looking around for his bow.

"Why, are you covered in so much blood?" Bobbi questions, looking confused, annoyed, and a little worried.

"Well, primarily because I tore up my stitches pulling those arrows back; should have used the compound this time. I also got shot again."

"You won't stop until you're six feet under."

"Not a chance."

"You two done?" Widow asks the pair, standing up above them..

"Almost, just got a few more comments left then I'm done." Bobbi smirks, pulling herself up while favouring one arm.

"You broke an arm, you know that right?" Natasha informs her, looking at her.

"I did? Huh, so that's why its screaming at me." Bobbi mutters in retort.

"Clint, how are you?"

"Fairly cold, but that's probably the immense blood loss." He replies, smirking.

"I'm sorry I got you into this." She tells him as both Clint and Bobbi help the other up.

"Nah, don't be, I've been shot plenty of times." He replies while turning to Bobbi. "And it's always at least somebody else's fault."

"Hey, Cross Incorporated was all on you." Bobbi says to him. "I told you that gunship was coming in."

"Didn't tell me enough though."

"You two remember I'm right here, right?" Natasha interrupts the pair. "Now, if you two can stop bantering, I'd rather we get out fast before-"

As she says so, Winter Soldier grunts as he pulls himself up, adjusting his metal arm and cracking his neck.

"-Damn. Can you two make it out from here?"

"Yeah, we should be able to do OK from here." Morse replies.

"Good, get as far away as you can, and get patched up." She instructs the pair as she continues sitting just on the edge of the broken window.

"Give them hell Tasha." Clint nods to her as he limps back.

"Always do." She nods in reply as she jumps down, landing opposite of Winter Soldier as she takes out her two guns, checking to see if they're loaded.

Opposite her, Barnes gets up, taking out his luger pistols and reloading them.

The two look at each other, while she adjusts the yellow braces on her wrists as he removes his mask while discarding his damaged rifle. Silently, they stare the other down, getting ready for what's about to come.

...

Meanwhile, sitting in a cleared out room, Tony sits at a computer, looking over some machine readings, while Henry Pym's face is on the monitor, communicating with him, as Steve sits a bit further back, brooding to himself.

"...so yeah, Winter Soldier is brainwashed." Tony finishes, talking with Pym after finally filling him in on the details.

"Wow, that's gotta be a pretty big bomb to find out like that." Pym muses, thinking over this. "So, what does this have to do with me?"

"Well, we sent you the blood samples right, from Clint's fight with him? Did you manage to get a clean sample?"

"Yeah; it was hard, Clint's blood contaminated a lot of the samples taken, but I was able to-"

"Yeah, not interested, but the brainwashing, they need to keep him drugged to keep the effects in, so I'm thinking they probably have some way to detox it. Ay chance you can device and anti-toxin of some kind for it?"

"Probably; I'd need to identify the chemicals in the blood; should only take a minute, but I can get it done." Pym answers, thinking it over. He does have some new machines that can identify the chemicals in the blood pretty quickly, so this should be a good time to get it tested.

"Great! I'll fly back to pick up the anti-toxin once you're done, I'll see you then." Tony nods, and as the two exchange goodbyes, he shuts off the computer, turning to Steve. "Hear that? Might be able to fix his mind."

"Good to know." Steve sighs, nodding.

"That should be good news, you know, feel free to be excited."

"Oh, I am, its just, would you want to remember, after this? He's been made to do some horrible things, if we get his mind cleared, he's going to have to live with all of that."

"And if we don't, he's going to either be left amnesic, or crazy. As someone who's spent a lot of time living with guilt, I'd pick that over those two." Tony answers honestly, sitting back. "Still blaming Romanoff for this?"

"I think I have reason to."

"Yeah, I know, but still; its clearly not been easy on her having to do this." Tony adds. "Besides, if I can play Devil's advocate, and lets face it that's what I'm probably doing, she did spend a lot of time being drugged and mind controlled like he has, so you can't hold it all against her."

"She still lied to me."

"And so did Clint about his ears; hell, I've lied to you a bunch of times." Tony retorts, sitting back forward. "People do crappy stuff, can't blame them for all of it. At least in her case, it was to protect his memory."

"I guess." Steve sighs, sitting back. Before either of them can say anything else, though, a knock on the door changes the topic.

"Whitney?" Tony questions, seeing his girlfriend at the door. "What are you doing here? How'd you get past the security?"

"I just asked them if I could see you; I heard you were here, and I wanted to see you." She explains, biting her lip a bit.

"Well, I'm flattered but this is kinda a dangerous place to be."

"I know, its why I'm here. Can we talk in private?" She asks, looking at Steve.

"I'll give you some privacy then." Steve smiles a bit, stepping out and giving them said privacy.

"Look, Whitney, this really isn't a safe place for you to be."

"I know, Tony, but its not exactly a safe place for you to be either." Whitney responds.

"That-is true, still." Tony sighs, smiling a bit. "Were you worried about me?"

"My boyfriend is in the middle of a hospital filled with guys with guns; think that's reason to worry." She retorts, giving him an awkward smile.

"Still, nice to know you care." Tony replies, leaning forward to kiss her, which she responds to by kissing him back, her smile slowly changing to a saddened expression.

"I'm sorry." She whispers, before a sharp pain hits his neck, pumping some drugs into it. "Can't let you getting caught in this."

Outside, Steve waits, non-the-wiser to the events inside, checking the time, when he notices some guards running to the stairs. Something's happening.

"Yo, Steve!" Sam calls, flying down to him, stopping to catch his breath. "Winter Soldier's here."

"I noticed." Steve replies, pulling on his mask and grabbing his shield.

"No, I mean, he's just attacked Barton; Natasha's fighting him now, but you'll want to be there to help."

"Where are they?"

"Right now, on the rooftops of the hospital I think." Sam responds as Steve turns, looking in the room for Tony.

"Tony, suit up, you'll need to go fly-Tony?" Steve looks around, seeing the room empty. "Tony? Where did you..."

"I can fly you there if you-" Sam starts, trying to offer his help.

"No, I can get there myself, just need you to fly back to the Avengers Mansion; find Henry Pym and get the anti-toxin from him. We're going to need it."

"The whah...? OK, sure, I got it." Sam nods, shrugging before heading up to fly off and fetch it.

Steve, meanwhile, sighs, before heading off to face down his former friend.

...

As this goes on, Black Widow and Winter Soldier stare down the other, ready to fight.

"You don't need to do this." Natasha tells him, trying to appeal to him. "James, listen to me, I know you're in there."

He keeps staring back, his expression still grim. She sighs, knowing this isn't going to work; she used to try breaking through all the time when they were working together, it always proved useless.

He stares at her, knowing he's seen her before, knowing he knew her. But, he also knows two things: She protects the archer, and he slashed her with his knife. She's a loose end, just like the Archer.

Her knowing she won't break through to him as he feels a strong compulsion to break her neck, the two charge at the other, firing shot after shot as they swerve, spin, and dodge the other's gunfire. They get to the point its near enough impossible to dodge, yet still remain untouched. Either they're subconsciously avoiding actually hitting the other due to their shared history, or they're both really just that good at dodging. Or bad at shooting, but given their combat records, that's unlikely.

As both magazine's in both pairs of pistols run dry, they discard them, instead resorting to melee. She leaps up, delivering her knees into his chin and driving him back with a drop kick to the chest, only for him to grab her ankle as he flies back, slamming her down into the roof top. They both pull away from the other and kick back up, circling the other. She moves first, striking at his stomach, but he replies by striking her collar bone with his elbow, taking her down.

She crouches, before pulling back up and striking three times in the side of his ribcage, followed by a knee to his spine. As he stumbles forward, she presses a button on her 'Widow's Bite' wrist braces, followed by striking him again and again with the electrocuting attack. He cuts off the assault with his own roundhouse, knocking her back. He turns and punches, then uppercuts, then finally striking her chest, knocking her flying off of the hospital roof.

She lands, hard, at the pole booth, crushing the small stand. Muttering a few Russian words, she pulls herself out of the crushed metal, getting up and shaking some dust.

Mimicking her earlier actions, Winter Soldier drops down, facing the former Russian super spy, before turning to either side, spotting an ambulance. As she wipes the blood from her nose, he opens the door, placing something on the lock. Within a second, the large emergency vehicle starts up, and after the hand break is taken off and a bit of rubble is placed on the acceleration, it speeds at the dangerous red head.

Groaning from exhaustion and dizziness from the fall, she looks on at the oncoming runaway ambulance. Sighing, she begins charging head on, running at the large vehicle, before diving to the floor, rolling on her side as it drives over. She takes out a metal hook attached to a tether, connecting it to the back of the ambulance as it passes her, before stabbing a pike on the other end into the ground, stopping the vehicle from riding of and hitting someone.

She flip back up, still keeping her momentum, while racing at Winter Soldier, leaping forward, kicking the gun he was about to draw from his hand, then striking with a closed palm, then two more, a swift kick, then another, then a roundhouse. Each attack he dodges, before following up with his own fury of attacks, to which she too also dodges.

They step back, before striking with mirrored punches, each time hitting the other's fist to parry the other. They both strike one last time, shattering her Widow's bite brace, and his own metal prosthetic.

They both pull back one more time, panting, out of breath, with nothing else to fight.

It probably wasn't subconsciously holding back, they really are just that good.

"Bucky! Stop!" Steve yells, catching Winter Soldier off guard as he turns to face the Avenger approaching.

Drawing another one of his guns instinctively, Winter Soldier aims at him, ready to shoot, but Steve keeps looking at him, not a single bone twitching to fight.

It took him a few minutes to find them, hopefully enough time for Sam to get to the nearby mansion and back, though he knows the chances are slim of him getting there soon.

"Why aren't you moving?" Winter Soldier questions, frustrated at the fact he's not even trying to go for the gun, trying to move, or any other action that would give him reason to shoot. He might be an assassin, but he's not going to shoot a non-hostile who isn't his target, so why isn't he hostile right now?

"My name is Steve Rogers, you remember that name?" Steve asks, taking off his mask, discarding it in favour of looking at him without it. "I knew you."

"No, you didn't!" Winter Soldier spits, reaffirming his grip. His memories keep changing about this man; he keeps remembering and forgetting pictures and memories of him, and he doesn't know where the memories are coming from. "You don't know me!"

"I do, your name is James, Buchanan, Barnes. You served in the 107th, until you were transferred to the Invaders." Steve tries to start, causing Winter Soldier to lash out, punching him.

"No, what are you doing to my head!?" He demands, screaming in pain as flashes of memories filter through his mind. Natasha steps forward, but Steve holds a hand up, keeping her back.

"You were my best friend, we met in basic training, before they made me Captain America." Steve continues, getting punched again. "You were there, you fought off bullies that tried to pick a fight with me at the camp. You were always there for me Buck, and because of that, I'm here for you now."

"Stop it!" Winter Soldier yells again, kicking him back onto the floor. "Stop this!"

"You were the best sniper they'd ever seen, a natural acrobat, and you had a mean right hook; that was enough for the Invaders." Steve adds, getting up, spitting out blood. "You fought until the end of the line, man. You gave all you had."

As Winter Soldier steps back, clutching his skull, Steve notices far, in the sky, the sight of a large bird-shaped being flying forward. Sam really is pretty fast.

"I loved you like a brother, you were my best friend." Steve repeats, trying to grab his hand, but he reacts by instinctively flipping Steve over, stamping on his wrist. Grabbing a knife, Winter Soldier twirls it briefly before kneeling on top of him, holding the blade to his throat.

"Why are you doing this!?" He demands once more, hands shaking. "Why are you doing this to me!?"

"Because I still love you, Bucky. You're still my best friend, you're still my brother." Steve insists, not even fighting him off, despite the blade to his throat. "You were there for me, I'm here for you. I'm with you...until the end of the line."

Shaking, Winter Soldier struggles to compose himself, as Sam gets closer, flying towards them. Holding a syringe with the anti-toxin inside, he flies towards them before tossing it to Steve. Taking advantage of the broken down Winter Soldier's current state, Steve shoves him off of him so he can grab the syringe, catching it and turning back to Winter Soldier.

Angered by the shove, Winter Soldier grips his knife and lunges for him, just as Steve does the same to him. The blade is blocked by Steve's arm, slashing it, while the needle is injected into Winter Soldier's neck.

Screaming, Barnes falls to his knees, with Steve stepping down to hold him in his arms.

"You...you know me..." He speaks softly, as if this is all he can say at this point. Twitching, he starts to remember. The full details. The war, the battles. His own death. Waking up in a hospital bed as several people he doesn't know cut at him. Fighting in Vietnam, killing American soldiers. His own Soldiers.

Korea, losing part of his fake arm in an ambush. Killing everyone there despite the literally handicap.

Then, back to the beginning, back to meeting Steve, all those years ago.

He collapses forward, dropping his gun as he wraps his arms around his long lost best friend, crunching his face in despair, as the reality of what has happened to him comes crashing down.

"I...I died." He repeats, coughing slowly.

"I know, Bucky." Steve replies as he hugs him back, letting a tear escape. "I know."

...

"Well, let's look things over." Fury starts, as the Steve, Barton, Sam, Romanoff, and Morse sit in front of him, while Hill stands behind him. "Hill, would you do the honours?"

"Between you all, you've withheld information that caused the deaths of many US and allied forces, you failed to stop the assassination of a US senator, one who was a good friend of mine, and then brought a target onto a hospital, for christ's sake. And, the biggest accomplishment out of this is that Barton demonstrated how to lose twenty gallons of blood and not die."

"The secret's pizza. Lots of pizza." He interrupts despite the danger in doing so, while holding box of pizza he'd gotten before this meeting.

"However." Fury speaks up. "In doing so, First Class Sergeant James Barnes has been safely taken into custody. Thanks to Banner, we have Doctor Sampson treating him now. He's traumatized, shaken, but he'll live for now. So, you can take that in pride. Everyone, you're dismissed. Romanoff, however, you screwed up."

"I know." She speaks up as all but herself, Fury, and Hill leave. "I know I screwed up."

"Yeah, and it would be expected of me to have you fired and charged with all sorts of crimes to make sure you never see the light of day. But, I like a good redemption story. You stopped him from killing Barton and anyone else he might of came after, so I'm giving you some leniency. Get used to the faces out there, and fighting like that in front of cameras."

"I'm sorry, I don't understand."

"I'm demoting you, or rather, transferring you. You are no longer in Black Ops or Special Forces. You're an Avenger, and you'll be one, until I've forgotten what you did."

"Wait, Fury, is that really a demotion?" Hill speaks up, But Fury continues.

"As you neglected to tell us the full details of your abilities, we would now classify you as a super human, and the Avengers Initiative is designed for people like that in mind. Now, get packed, and speak to Tony about getting a room in their mansion. You're dismissed."

"Uh, thank you, Director." She gets up, nodding, before leaving the room.

She walks down the hallway, though takes a turn when she notices Steve taking the same turn. She follows him, spotting him stopping at a door that, on the other side, sits Bucky's recovery room.

_"Damn it Barnes, ye' some kind o' punk or something?" Questioned a bully to the boy who just elbowed him in the jaw while standing up for the, then skinny, Rogers as a group of taller recruits stole the sketching pad he uses to draw his own super hero characters. The boy merely glares back, of equal height to the bully, but with dark curly brown hair and sharp, confident eyes, he shoves them back as they hurled many insults that, in this time, would be seen as horribly bigoted and unpleasant._

_Ignoring him, Barnes checks to see if Steve is alright, as he takes the skinnier boy away from them._

_"Thanks." Steve mumbles, spitting blood from his mouth. The brown haired boy smiles as he looks at the images in the drawing book._

_"Super heroes?" He questions, looking at the images as Steve nods. Expecting him to crack a joke, he instead looks at the drawing sin awe. "Cool, I love super heroes. Don't recognize these guys myself though; you created these yourself?"_

"_Yeah, before I signed up, I worked for Timely Comics part time; you know, pay the bills after my dad died." He explained. "I like to draw, so it seemed like a good place to work."_

"_Cool, what do you call this one?" He points to a blue coloured hero with wings attached to his head, stars and stripes on his body, and an American flag drawn behind him._

_"Him? He's Captain America. Its kinda cheesy, but I like it."_

_"Huh, looks hip." The taller boy nods, turning to him. "I'm James Barnes."_

_"Steve, Steve Rogers, nice to meet you James."_

_"Call me Bucky, everyone does."_

"_I'll keep that in mind...Bucky."_

"Rogers?" She speaks up, interrupting his thoughts. He looks to her briefly, then back to the door. "I want you to know, I am deeply sorry for what I did."

"I know." He tells her speaking quietly as she joins him. "I'm sorry I nearly took your head off. You weren't in control, and I had no right to blame you."

On the other side of the door, James Barnes, sitting on a bead alone, as a psychiatrist with an unusually coloured haircut takes notes.

"I should have told SHIELD as soon as I knew he was alive. They could have done this before. They could have prevented this."

"We all make mistakes. Natasha. All that matters is he's alive."

"Hey, there you guys are." Tony announces as he spots them, while walking with the other Avengers.

"We're going to get some drinks to celebrate Clint being discharged from the hospital, either of you two want to come?" Jan asks the pair while adjusting her earrings.

"Wait, he lost a lot of blood, are you sure its smart to get drunk?" Steve notes, as Clint merely snorts at that.

"Of course not, it's why we're doing it." The archer replies. "You coming?"

"No thanks, we've got somewhere to be." Steve replies.

"Suit yourselves. Now, to a bar!" Tony chants, holding his arm up as if signalling a big battle plan of some kind.

"Oh, and Fury filled us in, so congrats on joining the team." Hank calls back as they begin to leave. "Don't worry, everything's simple enough."

As the other Avengers pass them, Natasha turns to Steve.

"Where to we need to be?"

"There's something I've been meaning to do for a while." He replies as he takes out the phone he was given, struggling to type in a number.

"Here." She takes the phone, switching to the contacts list.

"Thanks." He replies as he moves down to the 'L's on the list.

...

Xavier Institute.

"Sup?" Logan, the mutant warrior known to most as simply Wolverine, answers the phone, rubbing sleep from his eyes. "Rogers? You know what time it is?"

"Yeah, sorry, just needed to call you about something."

"Right. Hey, how's that kid in your team, the one with no powers? He OK?"

"Yeah, Clint's healed up. Listen, you know Hammond's number?"

...

Arriving on motorbike, Steve, Natasha, and Logan, wearing civilian garb, get off at a bar in Brooklyn, a small place named 'The All Winners', before entering the establishment, heading to the bar.

"Sup Jim." Logan says to the bartender as they turn around to face him, revealing that half his face, melted from a bomb blast, is missing, exposing his bionic, metal skeleton.

"Logan, long time no...Well, I did not expect to see you." Jim Hammond cuts himself off when he sees Rogers. "Captain America, in the flesh. You haven't aged."

"Yeah, people keep telling me that." He replies. "Its good to see you Jim. Everyone else still come here?"

"Those who are still around." The retired android superhero replies. "I'll take you to them."

The small group head to a back room filled with aged, retired, and battered figures of the past, who despite their weakened state, still radiate the authority that came with their former titles.

Union Jack, James Montgomery Falsworth, sits in a wheelchair, holding a few cards and smoking a pipe, while next to him, the ever hot headed Mark Todd, the Blazing Skull, slips a card he hid into his hand, resulting in another player in their game, the prince of the sea known as Namor the Submariner, still young looking, to flip the table in anger while shouting his classic 'Imperius Rex' threat at the laughing lunatic of fire.

"Another round gentlemen?" Jim asks the small group, what's left of the first generation of super heroes, as a young man wearing a military outfit steps up to stop the there three.

"Oy, 'hink you're entering the wrong room there mate." The soldier tells them, until Jim turns back.

"Joey, relax, they're Invaders too." The Android calls, causing the three others to turn and look at them, a bit in shock, as they register what's happened.

"They are?" The young soldier, who's elected himself the Invaders' bouncer, asks the original Torch, turning back to look them over. Then, he realizes his mistake. "Oah, $&!£ mate. Sorry, didn't recognise you without, the mask an' shield there Captain."

"No problem Chapman, easy mistake." Cap tells the young soldier, recognising him as an agent STRIKE, Joseph 'Joey' Chapman, the third man to go by the Union Jack mantle.

"Well, look who decided to get up off his ass then." Mark Todd calls as he sees Cap, moving to let them sit down.

"I was not informed they found a cure for your illness. I feel insulted." Namor tells them. "And you should know better than to allow me to be insulted."

"Relax Fishfoot, first time he's came here." Falsworth tells them as he takes out his pipe, coughing a bit. "Though, don't know who gave him permission to hang out with us old farts. How you been Steve?"

"Fine, thank you. Adjusting mostly."

"Good."

"What 'bout you Logan, hear you lost a bit of your head." Todd asks, causing the mutant to smirk.

"Lost a bit in there, yeah. Got something out of it though." He replies while 'snikting' his claws out, showing the now metal blades.

"Hm, you call those blades?" Namor snoots. "In Atlantis, we use blades like that for picking our teeth."

"That so? How 'bout I help yeah take care o' your pearly whites then Princess?" Logan asks, glaring at the Royalty next to him.

"None of you have changed at all." Natasha mutters, smirking slightly at that notion.

"Could say that about you." Falsworth comments. "You were always such a pretty girl. You need to smile more, you know that?"

"I'll take that as a compliment." She replies to the frailest of the group, allowing him to kiss the side of her face. "How's the family?"

"Brother's still an insane vampire, daughter working the superhero thing now, grandson in Uni, nothing much else to say but that." They shrug. "Hey, enough about this walking, well, this rolling corpse, how about you? Heard you were in SHIELD now."

"More than that. As of two hours ago, she's an Avenger, like me."

"What, in the name of Atlantis, is an Avenger?" Namor questions.

"Oh, get a TV already Princess. It's the $^&ing twenty-first century." Todd roars to him, making Namor stand up again.

"Do not make demands of I, Todd, or I will see how well your skull tricks work under two stories of water."

"Hey, came down." Steve steps up, placing a hand on Namor. "No arguments here. Come on, I'll get the next call."

They all calm their bickering at the sentiment of getting free booze, as Hammond brings them all a big plate filled with large mugs of beer and other alcoholic beverages.

And, like that, it was like they were all back, like all those years ago, before they were nothing more than ghosts.

Before Trick Arrows. Before Hulks and Gamma Energies. Before Pym Particles. Before any Iron Men. There was only them.

The First Avengers.

The Invaders.

...

-Next Time:

When Carol Danvers goes missing, the Avengers begin searching for their pilot and friend. However, with the help of Reed Richards and the Fantastic Four, they track down where she was taken and, to their horror, discover that Danvers is no longer on the planet. The Avengers and Co set out across the stars to bring back Danvers as she tries her own escape, but one question remains: Why would an alien empire known as the Kree want with a human pilot?

...

Notes:

-I probably should have updated my Spider-Man or Batman fics first, but I wanted to get this one done fast. I don't have much to go on Batman, as it is, I just need to write in a few more scenes and I'm done, Spidey though is kinda stuck near the beginning of the chapter due to my temporary loss of everything resulting in it disappearing completely.

-Natasha's origin, largely, draws from the recently revised version, and takes some minor inspiration from the Spartan Program in the Halo series, which had Spartans kidnapped by the military and replaced with faulty clones which would die after a year or so to cover their identities (why not just perfect the clones and use them is beyond me).

-What was fairly interesting to write was the scene with Hawkeye and Mockingbird in his hospital room. They've got a unique dynamic I haven't written before: They're a former couple with issues, I haven't written that before. I've got couples (Hank and Jan from here, Scott and Jean in the X-Men fic and, formerly, Peter and Felicia), I've got friends (just about most of my stories, since they all have ensembles), I've got weird bromantic friends (Harry and Peter, Scott and Kurt, Rhodey and Tony (though I haven't played that up yet really), and a few others), and even a former couple that don't have issues (Dick and Barbara), but not a former couple that have issues they're still resolving. A big inspiration is _New Avengers: The Reunion_, and just about everything else Jim McCann (he is far too under-appreciated, though his Mockingbird is rather cold and could of used some more development, but that I imagine would of happened had _Hawkeye and Mockingbird_ not been cancelled) wrote with the two, but I figured I should mention that

-Due to the way physics, bullets, and arrows work, its near enough impossible to kill someone with a ricocheting bullet. However, its frikking awesome to think of being able to do that, so yeah, both Winter Soldier and Hawkeye can do it.

-I have to say, I really enjoyed writing the fight scene with Widow and Winter Soldier; they're both such awesome combatants, that once it got going, neither could conceivably lose. Had it not been for length, I would of happily had a whole chapter of the two fighting. If not for Steve or anyone else who might try to intervene, I'd imagine the fight would go on forever until the world itself ended.

-So, Bucky survived, and can return later once he's gotten some help. The plan is for him to be part of the Secret Avengers once that's developed.

-Meant to do it in the previous chapter, but on the Invaders, Howling Commandos, and Widows:

-Mark Todd is a, rather obscure, Ghost Rider-like character from the Golden Age who I read one in one issue of the first issue of the New Invaders series and loved. The guy was a fairly hammy, politically incorrect lovable jerk who gave birth to the line 'should I come back when you're _not_ decent?' and later reminded the young female Human Torch type android that he's fie proof. There's so much wrong with that, but it was funny, so it made him a character I became fond of.

-T'Chalka, obviously, is Black Panther's father, who in the comics was the source of the Vibranium that created Cap's shield.

-Jim Hammond, the Torch, is someone you should know of. If no, it's the android from WW2 that is something of a proto Vision, and grandfather to the modern day AI. He also sets on fire and flies.

-James Montgomery Falsworth, who many times I nearly called Farnsworth and likely did once without noticing, is the British guy in CA The First Avenger, but before that was the, considerably less popular, WW1 based British equivalent of Cap, who lost his legs at one point (in the comics because his vampire brother crushed them, here because of Red Skull's minefield) which stopped him from full active duty, but not from being a badass. He once returned to active duty during WW2 as a onetime paratrooper, despite not having legs. Here, he's largely the same.

-Namor, again, you know him. I've wanted to write him for some time, but never quite got an idea on where or how. As he is canon as an Invader, I used him here.

-I went with having the original idea, that Nick Fury was a WW2 commando who became immortal. If I could, I would have had a bit where he was exposed to an experimental Nazi super soldier formula along with Dum Dum Dugen, resulting in their shared immortality. There's no granddad did it, there's no new son that looks like Sammy L J, just the original Fury.

-In the Black Widow Program, the Widow named Al was Blind Al, Deadpool's caretaker/denmother/hostage, who was said to be a former lover of Cap and the original Black Widow. Didn't play up the Cap's former lover thing, but there she was. And in the off hand line off-page, there was her being blinded. In my headcanon, she's now with X-Force, acting as the same role as the above, sorta.

Now, you read, please review. I need to sleep now, so, good night.


	8. Captains

So, here it is, how Carol becomes Captain Marvel.

...

**C.A.P.T.A.I.N.S.**

"...No, it's getting late."

At roughly 11am in the Meatpacking District, laughter, footsteps, and generally happy sounds came from the air as a group of women walked down a street, heading down to their next destination.

Normally, something like this wouldn't relevant to a superhero story, unless of course, as with here, said group were none other than Janet Van Dyne, Natasha Romanoff, Bobbi Morse, and Carol Danvers, on a night out. Its been a rather hectic few days for the four, so Janet had insisted on taking her new team member and the two other agents out for drinks.

"Come on! Eleven is not late on a Saturday, we've still got a ton of clubs to check out." Jan objected, moving in front of the group and turning back to face them while walking backwards. "Half of them don't open for another two hours, come on, we've still got plenty of time to shake our tail feathers!"

"I'd rather leave my tail feathers un-shook, thank you very much." Morse replies, as the Avenger known as Wasp pouts. "Hey, I've got two seasons of _Breaking Bad_ burning a hole through my TiVo, they need to be watched."

"Come on, just a few more drinks. We won't even get drunk." Jan pleads with the group.

"Fine, we'll stay." Natasha submits as her and Morse relent.

"But you're footing the bill." Morse adds. "I'm not paying to put off watching my shows."

"Great!" Jan says happily, spotting an ATM and heading towards it. "Let me get some more cash and we'll be on our way!"

"She has way too much energy." Bobbi comments, turning to Carol. "You staying?"

"Nah, I'm just going to head home. I'm flying tomorrow, so…" The pilot explains, shrugging.

"Well, good night I guess. We'll see you tomorrow." Natasha says to her as she waves the pilot goodbye.

"Yeah, night Carol, see you tomorrow." Morse adds, hugging Danvers before waving her off to the taxi cab she heads towards.

"Thanks, Tell Jan I said goodnight." She waves back, before giving directions to the cab driver.

The can arrived at her apartment building quickly, stopping in the car park to let the SHIELD agent out. She pays them, plus tip, before exiting and walking to the apartment.

She makes it three feet before it happened.

A green light, almost blinding, bathed her and the car park, emitting from something above.

Barely able to see, she hears footsteps, as shadows, hidden in the light, appear around her. SHIELD training kicking in, she punches the fist to approach her, nearly breaking her knuckle, but it takes, whoever it is, down. She elbows one as it tries to grab her, as the being, far too large to be a mugger, lifts her up and tosses her to the side. She crashes into a car, drawing out her gun and shooting one of the shadows dead with a lucky shot to its head, before unloading a magazine into another's chest. Its friend may have been killed by one, but the shadow barely flinches from the attack.

As she begins to get to her feet, still barely able to see in the light and dizzy from the attack, she sees the shadow, now the last one standing, as it lifts the car next to her up, holding it high then bringing it down.

Spitting out some blood, all she can say before everything goes black is a simple, four lettered word.

"Crap."

Then, darkness.

...

Avengers Mansion, the next morning.

With a yawn, Wasp awoke the next day, somehow refreshed despite the previous night. Waking up next to Henry, she nudged the scientist awake, making him let out a, notably less impish sounding, yawn of his own as he pulled himself out of the covers.

"Uh, hello?" He waves awkwardly, realizing she slept in his room as she gets out of bed, stretching her back and wings as she gets herself fully awake. "I see you enjoyed your night."

"Yep. Managed to get Widow and Morse to do some vodka shots; Morse went out after a bottle but Romanoff can handle her booze pretty well. If I was a different person I could probably make a Russia joke out of that." Jan replies, opening his drawer to borrow one of his shirts for now.

"Huh, what about Carol?" He questions as he too gets out, changing out of his sleepwear and into some clothes.

"She bailed when I went to get some money. Her loss, we met these guys, and one of them, was just like her. They would of hit it off so well if she stayed." She explains, tugging on the shirt and doing a quick spin. "So, you and any of the guys have fun while we were gone?"

"No, not really. Most of the guys were out somewhere, doing different things, so it was just me, Vision, and Luke. I didn't really have anything to talk to either of them about. Instead I finished making that new suit." He replies, yawning again as he finishes while she appears to light up at that. "So, want to get breakfast?"

"Sure, but you make it. The waffle machine confuses and terrifies me, and I'm in the mood for some waffles."

"OK, but what's so scary about-" Before he can finish, however, the two hear a beeping sound, coming from their Avenger ID badges. "-a, waffle machine. Why are the ID cards doing that?"

"I dunno, they haven't done that before." Jan flies over to the two cards, looking at them.

"You couldn't have walked two feet?"

"Shush, trying to listen." She cuts him off, tapping the card while looking it over. She flies above it, floating upside down and staring at the card, similar to a puppy staring at a bowl of food, or a child at a candy store. Only, you know, upside down with wings on their back.

"Did you think to just ask Vision?" Hank asks her, before turning to face the wall. "Hey, Vision, do you know what's with the beeping?"

"Yes, I do." Vision's voice speaks through the room, startling Jan.

"Wait? He can hear us in here?"

"And see too." Vision replies. "By the way, you might want to have something done about the mole on your-"

"And just like that, I stop taking showers in this place."

"Please do so; your shampoo is wearing away at the water pipes and its beginning to cause a leakage."

"Vision," Hank interrupts the two. "What's the beeping?"

"That is a distress call. Someone with access to your system is in danger and has triggered the distress signal."

"Really? Who?" Jan asks. "Did Barton get shot again?"

"No, Barton is busy fighting a small scale HYDRA attack at the George Washington Bridge, so he's fine." Vision responds. "The signal is...Carol Danvers. Captain Danvers' SHIELD ID card has not moved location in more than eighteen hours, and she has not called into work. It appears she's gone missing. As she's often served as pilot to your team, its being ran through your system."

"Wait, Carol?" Hank raises an eyebrow. "Why would she be in danger?"

"Better question, who could actually abduct Carol?" Jan asks. "She's like, Batman or something, if Batman was a Lady, a lady that flies planes for SHIELD, and carries a glock, and knows how to braid hair. Honestly, I have no idea how you do that, but she somehow does-"

"You need to actually have long hair to do it." Vision cuts her off. "This is actually quite serious, she has missed eighteen calls, and I'm not able to locate her using the internal GPS chip."

"The intermal GP wha?"

"Internal GPS chip, a device SHIELD agents have placed inside their bodies when they graduate into full agents, so as to locate them if they go missing. The chip is hidden behind the left eye, and incredibly difficult to remove without killing the agent."

"OK, and now I'm glad we're not technically real agents then."

"Even when removed, however, the chip will still beam its coordinates, the signal is strong enough to get past lead, and due to being encased in Admantium, its next to impossible to destroy. Which means she's either being held somewhere that is even more difficult to locate, or..."

"Aliens!" Jan shouts. "Aliens have her! It's the only explanation!"

"Janet, please, do not interrupt." Vision replies bluntly. "I was going to say, or the signal is being scrambled to hide her. Either way, the team must find her, fast."

"OK, call the team, we'll be getting ready." Hank tells Vision as he pulls his suit out of his wardrobe, along with his helmet.

"Banner and Cage are being informed now. Thor is still currently in Asgard so he's not an option. Stark and Rhodes were informed as we were talking. Fury is being contacted now by Stark, Romanoff and Rogers have just been told. Only Barton left, and he's not answering my calls."

"I'll call him." Hank tells him, taking out his phone.

"Hello? Pym?" Clint answers, explosions in the background along with a buzzing sound. "Not the best of times."

On his end, Clint, fully healed from his previous ordeal, hangs from a quickly ascending metal cord, taking aim at many HYDRA gunships around George Washington Bridge. One by one, each are shot down with his arrows, with one taken out by a normal arrow being merely tossed like a knife at the turbine in the centre of the propellers.

"Wrap it up, Hawkeye, Avengers are Assembling, and that includes you." He tells him as the Archer makes his way to the top of the bridge support, taking aim at more of the gunships and taking many down.

"Seriously? But I'm barely getting started here." He complains, firing an arrow that begins to heat up and spin rapidly, drilling through a gunship as if it was fired through a sheet of paper. "I gotta tell ya, these new trick arrows you made are pretty awesome though. But why are they all things you can get on Angry Birds?"

"Clint, stay on topic. Danvers went missing, and we think someone has kidnapped her." He informs Hawkeye, causing him to stop for a second as one begins to approach him from behind.

"What? Carol? Who could kidnap Carol?" He leaps forward, flipping in midair and hitting the gunship with an arrow that, upon hitting the ship, releases a large amount of foam to screw up the circuitry and shut it off, all before landing on the support cable and sliding down as if he's wearing soap shoes. "Hell, I don't think even I could kidnap Carol, and I just took out a HYDRA gunship with an arrow designed to put out fires for Christ's sake."

"Well someone did, and Vision can't find her. Wrap it up and get home." Pym replies as Barton continues to take out gunship after gunship while sliding down the support cable.

"Fine, I'll end this now." He radios back as he gets to the bottom. He slides off of the cable, taking a few steps to lose momentum as he turns to aim upwards, firing an arrow from the centre of the bridge. The arrow gets higher than all the gun ships, as a device on the end detects all of them, beeping for each one it locks onto. The arrow then promptly explodes, releasing tons of Pym Particle-shrunken arrows, all which quickly return to normal size before flying to the computer controlled gunships, each one hitting into it and exploding.

"OK, everything's done. Gotta say, the Arrow rain-arrow's a game breaker. Feels unfair to use it." He continues as he walks towards the bridge entrance. A single HYDRA agent points a gun to him, yelling at him to freeze, though he just hits them in the face with his bow and knocks them out. He walks past, leaving them as he gets onto a motorbike. "Too bad you haven't made an arrow that can replace a quiver when I run out of arrows. That'd be something."

...

Light, cold, and alien.

Those are the first three words that Carol Danvers can think of when she wakes up to find herself in some kind of strange medical bay, with beds designed for larger beings and doors that are bigger then they need to be.

"What the f..." Carol gets to her feet, wincing when she puts pressure on her right foot. Sprained, possibly broken, maybe cracked. She limps to the next bed, using it as support, then grabs a long pole-like medical instrument to use for walking.

She makes her way out of the door, causing two beings to spot her. Red and Black armour, large frames, and notably pinkish, almost Caucasian skin for one and dark blue for the other, making them clearly alien.

"Legh! ghaH 'oH Daq Daj qamDu' lan Daj DoH!" The first alien shouts, aiming its gloved hands at her, which hold spherical orbs on the palm and above the hand, which change shape into weapons that fire beams of energy to fire out, making the SHIELD pilot briefly widen her eyes, then dodge and hit them with the medical instrument, then kicking the other with her injured leg hard enough to knock it out. If the foot wasn't broken already, it is now.

She quickly searches the two, grabbing their strange gloves, putting on one, causing it to shape shift around her hand to form into a gun.

"OK, this is weird." Carol mutters, then starts limping away when she hears movement. More of the aliens come around the corner, firing at her, making her duck for cover and fire back with their own weapon, taking several out.

The device stops firing, likely out of whatever is used as ammo, making her take it off and turn, heading down another hallway. She manages to lose them briefly by taking sudden turns down different hallways, finding herself alone in a large room when she enters a random door, discovering that she's in a room that is likely a cockpit or flight deck of some sort, given that there's a large open window on the front that reveals, to both her terror and, as much as she would deny it, her amazement, she's not in some secret underground base like she assumed, she's on a ship. In space.

"Well, definitely not going to scream like a bitch now." Carol mutters as she looks about. "No one would hear it here."

"Stop!" She turns, seeing one alien, one with pinkish skin, a smaller build, and notable human like blond hair, aiming his weapon at her. "Do not make me fire."

"You can speak English?" Carol asks, assuming a defensive fighting position. "And I was fearing everyone here only spoke Klingon."

"We can speak many languages." He replies, approaching her slowly. "We have Universal Translators implanted in our throats; what you're hearing is my voice translated into your native language."

"Glad to know I'm getting special treatment then." She smirks in reply.

"You're not afraid?"

"Should I be?"

"No, I do not wish to harm you." The soldier states, transforming his weapon back into a glove, then holding his hands up in a defensive manner, showing he has an extra finger on each hand.

"Lucky for me."

"That it is. We do not wish to harm you or any of your people. Earth is an interesting planet with much potential; we wish to keep studying it for now."

"We? You mean you and the blue guys?"

"The blue, the pink, the yellow, the orange, we have many races and colours, just as your people do. We are not that different."

"Well, when your planet starts dying and you want someone to raise your only child, feel free to find a nice farming couple in Kansas, but I'd appreciate it if you'd take me back home."

"We can't, not yet."

"Then can you tell me why I'm here?"

"Not until you return to the medical wing. We still have tests to perform." The Kree soldier tells her.

"Fine." She sighs, walking up to him as he slowly steps forward, until she hits him in the stomach with the pole then tries to run. He doubles over for a second, then returns his glove to its gun form, firing at her with a weaker shot to incapacitate her.

"I wish you didn't do that." He tells her, clearly annoyed. "I was trying to peaceful."

"Well, didn't do a good job a'that, did you?" She spits out, pulling herself up before he merely picks her up. "Fine, If I'm stuck here, what do I call you?"

"Mar-Vell." He replies. "Captain Mar-Vell, of the Kree Military."

...

Back on earth, the Avengers regroup in the SHIELD helicarrier, all converging in the war room. Fury stands before the gathered team, giving a rundown of the situation.

"Now, as you know, Captain Carol Danvers disappeared last night on her way home-"

"_Captain_ Danvers?" Tony asked. "When did she get promoted?"

"Last week, we had a bottle of wine to celebrate. You hogged it all." Hank explained.

"Oh, that's what that was about? I thought she was getting married or something."

"So what do we know?" Cap asks them, returning to the core topic.

"From what we can tell, there was a struggle." Maria Hill takes over, Fury stepping aside to give her space to talk. "Whoever grabbed her were large, and we mean scary large, but she got some hits in, considering there was a ton of blood that wasn't hers. We've had agents checking her house for anything there, all they detected was an above average concentration of nitrogen in the air."

"What about the blood? Just get some DNA and we should have an idea who took her." Wasp points out.

"Well that's the thing, it's not human blood. Frankly, it's not even blood, not by our standards." She explains, showing what appears to be blue coloured blood stains. "Morse tested it at the scene; it doesn't match any known organism, not even any fungus. This thing, its not from earth."

"Wait, are you saying, she was abducted by aliens?" Tony questions, a puzzled look on his face.

"Yes, that is what we're saying." A new voice announces, as a man in his early thirties enters, wearing a blue body suit with the number '4' on the chest, with a blond haired woman with him wearing a similar suit.

"Reed!" Hank smiles, shaking the hand of the self proclaimed Mr Fantastic, and a good friend of Hank's. "Didn't know you were called in."

"Got the call this morning." Susan Storm-Richards, Reed's wife and partner, explains, stepping back so Reed can explain.

"Yes, and the Fantastic Four have been busy for the last few weeks monitoring this kind of activity." Reed Richards explains, stepping in front and basically hijacking the attention.

"Oh sure, take over." Maria mutters as she sits down.

"Thanks, well, the aliens that abducted her are one of two species." Reed explains, as the projector changes to show two images. One of tall blue skinned humanoids wearing red, yellow, and blue armour, and one of bulky, greyish-green reptilian looking aliens wearing gold, black, and purple. "They're both known by many names, but the ones we're looking at call themselves the Kree." The image changes to focus on the taller ones. "They're like us in many ways. They eat, drink, and breathe Oxygen to live, they love, they fight, they evolve, they grow, etc. They even have similar cultural concepts to us, including marriage, politics, and military units, with coincidentally an almost identical ranking system to ours."

"Of course, what Reed hasn't mentioned is that they're at war, and will do anything to get ahead in this war." Susan adds.

"Correct, with the Skrulls." Reed points to the previous image. "These ones, their biology is different. Considerably different. But, as they're not the ones we're dealing with, we can leave that lecture for another time. The Kree, we've had several run-ins with them during our studies of outer space. They're aware of Earth, and aware of our resources, but don't believe we're really worth the fuss invading and conquering. However, they've done considerable amounts of research into our people, and this is likely part of it."

"Wait, you mean she's been abducted so they can study her?" Tony asks.

"Not quite." Sue explains. "The Kree have been studying humanity for thousands of years, because, simply, we're special."

"Why? What's so special about us?" Bruce questions the two.

"We're special, because Earth is home to a unique natural resource, something not found anywhere else. The Terrigen Mist."

"The wah?" Wasp raises an eyebrow.

"The Terrigen Mist is an unusual acting particle, inducing random, physiology changing-though usually safe mutations that have shaped the development of human evolution." Reed explains. "To this day its effects are still a mystery to those who know of it, and its location is ever alluding. While the majority of it is found in the Antarctic, where its effects have been adopted by a unique race of humans created by Kree experimentation, small caches of it have been detected in numerous places on the earth, including underneath human households. Such as Carol Danvers'."

"What?" The Avengers mutter in union.

"Carol's home is situated above a Terrigen site, and whatever effect its had on her, the Kree want to know." Reed finishes. "I believe now is usually the time you start to Assemble."

...

"Twenty to thirty earth years of age, no obvious birth defects, regularly undertakes large amounts of exercise, eats a high protein diet..." The Kree Medical examiner states aloud as he goes over the test results towards Captain Mar-Vell, and his commanding officer Yon-Rogg, a similarly pink-skinned Kree with reddish hair. "As for her current medical condition, she has some minor bruises from fighting back, a sprained wrist and broken foot, though that wouldn't have been broken if not for her escape attempt."

"Anything else?" Yon-Rogg asks them, looking impatient at the moment.

"Yes, right, she also...huh."

"What is it?" Mar-Vell questions.

"Well...she's dying."

"...what?" Mar-Vell repeats, his expression changing. "Dying?"

"It appears so. She's appears to be suffering from some form of cancer, we'll need further tests to determine the seriousness though. But, she's perfectly capable of answering any questions you may have for her at the moment."

"Good, we'll see to her now." Yon-Rogg nods to the medical officer, stepping into the medical ward to see her. Carol, meanwhile merely sits on the bed, keeping her gaze towards the end of her bed.

"We have some questions for you, Human. We would appreciate-"

"Name, Carol Danvers. Rank, Captain. Serial Number, 03 19 68 01 19 77 09 20 12." She interrupts Yon-Rogg, still not even looking at him. "No matter your question, that's my answer. With, one exception, I'll take a diet Coke."

Mar-Vell has to hold in a laugh when Yon-Rogg's left speechless by that, until he regains his composure and returns.

"You will do well to watch your tone when speaking to me."

"Sorry chuckles, but you strike me as a self-important A-hole, so I'm probably not going to be giving you any respect at all. If I'm going to speak to anyone, it's the pretty boy in the red and blue."

"Very well then." Yon-Rogg glares, before turning to Mar-Vell. "Captain, gather what you can from her, any means necessary."

"Yes, Commander." Mar-Vell salutes him, then turns to Carol as she keeps facing away. "Ms Danvers-"

"Captain Danvers."

"Captain then, Captain Danvers, how long have you had cancer?"

"Name, Carol Danvers, Rank-"

"No, please, I'm trying to help you here. How long have you been dying?"

Carol looks up to him, for a second she's hypnotized by how human he looks despite his alien nature, before sighing and answering.

"Fine, but I expect fries with that diet coke." She starts, rolling her eyes and sighing. "I got the news a month ago, but I'd been having the tests for three months already, after finding the marks." She answers, lifting up her sleeve to show what appears to be lesions on the skin. "I figured at that point what it was before the doc told me."

"Have you received treatment? To my understanding humans have developed treatments for this and-" Mar-Vell tries to ask her while setting up the machine next to her.

"I'm not getting any damn chemo." She replies bluntly. "They ain't a cure, and until there is one, I don't want them doing anything to me. I'd rather not spend the next seven or eight years in and out of hospitals finding out how my body's trying to kill me and if the drugs they've pumped me up on has done anything."

"That's a noble rationale, but are you really willing to die, just to avoid going through the treatment?"

"It's not really any of your damn business, but honestly, would you rather die, knowing you're going out, then live, without any way of knowing you're going to make it to 40?"

He pauses, shrugging back.

"I guess not." He muses, looking back. "Strong willed; I like that."

"There's a lot to like about me." She slouches back. "This it? You guys abduct me to talk about my health?"

"No, you're here because, well, its hard to explain."

"Then explain, I have a right to know why I'm being held prisoner."

"You do." Mar-Vell nods as he changes to a more casual stance. "We Kree, we're radiant, shall we say. We radiate a unique energy that no other race produces, one that we've taken to use of powering machinery, such as our weapons. It avoids them being used by non-Kree beings. You, however, you seem to radiate with the same energy."

"...Me?" Carol raises an eyebrow. "You saying I'm one of you?"

"No, but you're likely part of us. You see we possess a unique genetic feature that allows us to, basically, reproduce with any complex, sentient organism. On multiple occasions, we've used this to experiment on humans and other races, to see how their genes react with ours. I believe, that your radiance is from leftover remains of a Kree ancestor of yours."

"So you $^& with other creatures and let them have your children? That's got to be the sickest thing I've ever heard."

"Its not quite like that. It only works with beings who are, to put it simply, are equal to us. We could not produce offspring with flowers or your horses, only humans, and a select few of similar aliens."

"So you don't have any bastard horse-kids then, just human ones."

"They're not bastards!" He yells, annoyed at the lack of respect. She merely glances back, looking at him like he's barely whispering. "Its not all like that."

"I...I have a son, somewhere, living on earth." He starts to speak slower now, getting her attention. "His mother was a princess, heir to the Skrull Empire; we met while I was a prisoner of war, living as a slave in the palace. When I was liberated, our affair was exposed, and she fled to earth. The reason we're here now, the reason I'm on this vessel, is because I'm looking for them. His birth name is Dorrek VIII, but I don't know the names they're using, I know not where they are, but I know that, my son is on your planet, and when we found your energy radiance, for a second I thought you might have been him."

"Lucky me." She mutters, then returns to a more sympathetic pose. "Look, I feel for you and all, but you can't just take me away like this. I have Kree genes, woopity do, you've gathered that, can't you just take me home?"

"Hm, you impress me." Mar-Vell smiles reassuringly while seemingly changing the subject. "You are a brash one, don't ever lose that feature."

"What? Never met a soldier with guts?"

"No, never met a female warrior who impressed me like this." Mar-Vell admits. "Humans are unique that way; most advanced races don't feature mixed gender militaries. I like that about your people."

"Well it ain't that grand."

"I've also never met a warrior, regardless of gender, who would handle the news of death the way you have. You are, regardless of your genetic origin, one of the strongest soldiers I've seen. I wish we met under different circumstances; we could have fought alongside one-another."

"Well, that why I'm not already home? You planning to induct me into your army?"

"No, though that would be a great idea." Mar-Vell smiles to himself. "The truth is, you ARE heading back home. We're about to speak on what to do with you, and the solution will be to send you home."

"What?"

"Yon-Rogg wishes for us to kick start your latent Kree genetics, to find out if you possess any of our stronger traits, a process that will likely kill you. That's why I've made sure to alter the blood tests to hide the fact you have these traits."

"Why?" She questions, looking at him with a raised eyebrow. "Why would you fix some results for a human woman you only just met?"

"Because, like I said, I like your people. Yon-Rogg doesn't care for your people, and if he can prove your kind pose any kind of potential risk, he'd protest for the right to invade your kind. But, when they see these results, you'll be taken home." He replies, standing up as he hears Yon-Rogg return. "Now, I'll see you when they arrive at your home."

With that, he turns to the hallway, heading towards the approaching Yon-Rogg.

"Did you find out anything?"

"Yes, she wants fries with her diet Coke." He responds, smiling to himself as Yon-Rogg starts to glare.

"And her tests?" Yon-Rogg questions. "What did the machine say?"

"It never detected any Kree genetics, she's human as humans are."

"But, the energy signature-"

"Likely a mistake in the machine's part. It would be my recommendation that she be returned home to life of doubt and confusion."

"Understood, if this is what you believe, then we should-"

Both are knocked to the floor by a sudden burst as the ship is hit with an explosive charge.

"What the $^& is that!?" Carol asked as she recovers herself, getting to her feet, despite the current injury.

"Damn." Mar-Vell responds as he turns his gloves into their weapon form. "Skrulls."

...

Baxter Building, New York City.

"...so this portal, it'll take us to the Kree ship?" Wasp asks, overseeing Reed, Hank, Tony, and Bruce assembling something right out of Stargate while sitting on a chair, bored out of her mind.

"Not quite, this will get us as close to their ship as possible." Sue explains, as she uses her force fields lift resources up to them so Tony can weld them together, while Rhodey carries large components to the site. "We're also using a ship to travel there, so we can get supplies close, but the portal here's just, sorta like a slingshot, to get us there faster."

"So...we're cheating?" Jan replies, raising an eyebrow. "Wait, if we can do this, then why hasn't Reed sold this to NASA? This'd revolutionize space travel."

"Reed and NASA had a falling out." The Invisible Woman replies, shrugging. "And he doesn't really trust any government sponsored organisation to not use this tech for weapons."

"Wait, a space time vortex thingy, could be used as a weapon? That's just paranoia talking."

"You live with what you got." Sue shrugs awkwardly. "So, guys, how's the portal coming?"

"Just screwing in the last bolts, then its powering it up." Tony calls back. "Should be a few minutes at most."

"Good to hear." Nick Fury interrupts, walking to the scene, flanked by Hill while looking it over. "And the ship itself?"

"That's already assembled." Richards replies. "I always make sure to have a few built and working in case we need them."

"Uh...good to hear."

"You coming with us?" Luke asks as he and the rest of the Avengers come out to look at the portal.

"Can't, I need to stay here in case of an emergency. I'll trust you all to get this done without getting lost in space."

"So, we're going into space, without any supervision of any kind?" Luke asks.

"Relax, it'll be fun." Sue tells him, joining the conversation as they finish the portal. "Give everyone a chance to get to know one another."

With that, he sighs and shrugs, while Reed presses a few keys into a computer on the machine, making it power up and generate a portal just above the building.

"OK, Johnny and Ben will keep the portal guarded so no one can use this as a chance to invade." Reed tells them as he, Susan, and the Avengers enter the ship, wearing specialized minimalistic space suits as they power the ship up. "Hopefully, they won't have a problem."

"Relax, we've got SHIELD's best down there, they can keep any little green men out." Tony replies. "Now, the portal locked to Danvers' position?"

"Got the Kree ship locked down, we'll be within a mile." Sue replies. "Now, ladies and gentlemen, and Tony, please fasten your seatbelts, we're about to take off."

And, with that, the ship fires off, launching through the portal and seemingly disappearing.

"Good luck." Fury mutters, watching them go. "God's speed."

...

"Woah!" Wasp yells as they reappear in the middle of deep space, the portal behind them while their momentum begins to return to normal. "OK, that made me feel like I wanted to throw up out of my eyeballs, don't any of you EVER let us do anything like this again!"

"Where are we now?" Steve asks Tony and Reed.

"Now, we're just a mile out from their location." Reed explains.

"Can we see them?"

"Right there. See? Everything's fine." Tony points to their radar, then out the window to a larger ship flying away. A ship that then gets hit by some kind of torpedo, as several more ships appear almost out of nowhere. "See, this is why you should all shut me up whenever I begin to say anything like that. All it does is get us in trouble."

"Those are Skrull ships, be on guard." Reed tells them as they look at the arriving armada, a small one appearing just behind them, one that notices the portal behind them, while before them floats two particularly large ships, flanked by dozens of smaller vessels.

"Rhodey, armour up." Tony tells them as he stands on a platform they installed, one that starts to suit up his armour, with some extra artillery and features to survive the depths of space.

"War Machine capable of surviving out here?" Rhodey asks, stepping onto an identical platform.

"Been upgraded to, I even put in some backup power cells in case you run out."

"Good, thanks." Rhodey nods, allowing his armour to fix onto him.

"What's the plan?" Clint asks them, looking towards Cap.

"Well firstly, we help the ship holding our friend. Divert these 'Skrulls' away from them then contact the Kree and negotiate Carol's return."

"Not that simple." Reed tells them. "The Skrulls are some of the most armed and capable militaries in the galaxy. You can't reason or bargain with them, you can't just drive them way. They may not appear it at first, but they're one of the most deadliest threats we could face in space. It is, simply put, just plain idiotic to attack them."

"Yeah, yeah, whatever, someone open up a hatch or something so I can hit some with some arrows." Clint responds.

"OK then, space suits on and active." Reed sighs, as they all activate their suits and get ready to fight, as their ship moves into the centre of the conflict, with both Tony and Rhodey flying out as the Skrulls start to notice them.

"Everyone, stick to plan. I want Widow and Hawk on top, sniping out whatever they can, while Mrs Storm, you keep the ship safe behind a force field. Pym, Wasp, you figure out a way to get to the Kree ship. Richards you keep us steady and alive, and everyone else, you keep us safe from any green men that try to get on board."

"Got it, just give me a shot." Widow responds simply.

One Skrull watches from the window of his ship, eyes on them as he recognizes the technology.

"Rich-ARRRDS!" They yell in fear upon realizing who was in the ship, as the other Skrulls whip into action.

"Hey, Nattie, bet you I can hit that small one at the side." Clint tells Widow as they both exit the ship, tethered to the top and protected by a force field.

"Fifty bucks and the loser buys the first rounds?" She replies, looking at the ship.

"I'll take that." Clint nods, taking aim and firing...and missing by half a mile. He forgot that shooting in space would be a lot different than shooting on earth.

"You know what I drink, remember to get the tab." Nat smirks as he looks dumfounded, before he sighs and takes aim, hitting it with the second attempt.

"This is why we're never going into space again." He mutters as the Skrull ship explodes, while the blasts from the other ships bounce off the force field.

"Careful with the explosives." Reed tells them via intercom. "Skrulls take casualties very personal. Just take out their ships weapons."

"Fine." Clint rolls his eyes as Natasha preps a sniper rifle to join him in firing. "So, on a more serious though unrelated topic, how's Cap Jr doing?"

Widow looks over to him, then back to her target as she aims and fires.

"Still not coping well. He's not eating much and he's refusing to talk." She explains, a slightly grimmer expression on her face.

"Must be hard to see him like that." Clint states, losing two arrows that destroy a large automated weapon on the side of one of the ships.

"Its been hard to look at him ever since he became the Winter Soldier. Now's no different." She replies honestly as she fires a few more times. "Back on subject, you got a bogie to your right."

The Skrulls take aim with their best weapons, splitting the armada between the two targets as they fire at them, but arrows and bullets take out their external weaponry. Too bad that this is only one of their many battleship tactics.

Missiles fire at the heroes' ship, wires attached that the two thumbed, cybernetically enhanced reptilian creatures use to get to the ship, using small devices to pull them over instantly while firing with their energy-based rifles.

"Mud Walker!" The first Skrull yells, heading towards them as the Skrulls make their way inside, taking aim and firing.

Cap is the first to move, diving in front of Wasp and Pym and blocking a blast with his shield, while Reed turns around, dodging a blast and punching them out with an enlarged hand. Hey, you need to be strong to have muscles that stretch the way his do.

Sue ducks out of the way as one swings at her, forming a smaller forcefield that smashes into it like a fist, knocking their weapon out of its hand then striking down on its foot. Two more come at her, only to be knocked back by another forcefield, not expecting her to see it coming.

Cage almost smirks as they fire at him, while he merely walks towards them, grabbing them and slamming them together.

"Back to back." Cap calls towards Sue and Cage, while turning to Richards. "What's the easiest way to put them down?"

"These are the battle drones, the Chitauri; their helmets are attached directly into their brains. Remove it puts them into a catatonic state." Richards tells the two as he punches Skrull after Skrull. "Also, the ones with weapons attached to their arms have a feed connecting to a major artery that, if you pull the weapon from them, causes instant cardiac arrest."

"Are they insane or just plain stupid? Who puts insta-kill features like that into their soldiers?" Cage questions.

"They're like that." Reed responds, shrugging. "They do it to avoid being taken prisoner. The Chitauri are disposable drones, so they don't worry about losing them since they have plenty of reserves."

"Can we focus here?" Cap tells the two, kicking a Skrull back as more come on board. Cap strikes down on one with his helmet, then kicks them back out into two more. He grabs one just as it boards, then literally tosses it out and hitting two oncoming Skrull Chitauri warriors.

Cage headbutts one that tries to stab him with a blade of some kind, the grabs one that's clinging to his back and slamming it forward onto the first. He swings his elbow back, hitting

"Die! Mud! Walker!" One roars as it stands on the top of the ship, a larger Skrull, holding what appears to be some kind of large cannon, to which it fires onto Stark with, catching the armoured hero's shoulder and knocking him back.

"Tony! You still up man?" Rhodey radios to him while firing at the Skrull responsible, driving them back inside.

"I'm OK, force field went up just as it hit me." Tony radios back, getting back into fly mode and firing at some that were firing at them. He locks on, firing tiny missile after tiny missile at them, while Rhodey fills them full of lead.

"We're going to need a nuke to take this thing out."

"Not a nuke." Tony chuckles, radioing back to the ship. "Banner ready?"

"Yeah, Banner's ready." Bruce replies, putting on a device to track his location with a magnetic tether, while getting ready to fight. As an exit opens up, he runs out of the ship, Hulking out just as he leaps, diving right into the ship.

No one sees the onslaught, they just see a Skrull battle ship, one bigger than Seatle suddenly collapse from the inside, leaving whatever's left to lick their wounds as Hulk leaps back out merely a minute later, Tony catching him as he returns to Banner and allows them to take him back to the ship as the remaining Chitauri warriors either fall at Cap and Co's hands or flee to avoid a similar fate.

"That, was terrifying." Natasha notes as she and Clint watch from above the ship, firing at whatever continues trying to get towards them and driving them away.

"That's called 'being on a team with Hulk'. It happens." Barton shrugs, putting away his bow for now. "What's next Cap?"

"Now? We catch up with the Kree."

...

Back on the Kree vessel as it starts to orbit a planet for some stability, the aliens flee the following assault, having not the manpower to fight them all, while standing at the back of the ship, Mar-Vell, Yon-Rogg, and several others take fire.

"There's not enough!" One Kree warrior shouts before he's shot dead, allowing Danvers to take his weapon.

"How can I help?" She asks them, wearing a breathing apparatus they'd provided when the hull was compromised.

"By getting out of the way, ape." Yon-Rogg spits back, pushing her aside as he continues to fire. "You are just going to get in our way."

"Captain Danvers, come with me." Mar-Vell tells her. "We can handle the left flank while they have the right."

"OK, how do I use this thing?" She asks, holding up the band-like weapon.

"Put on the Nega Bands, then merely think what weapon you wish to use."

"OK." She nods, putting them on and watching as they take the form of two simple pistols. "How do I-" The two then go off in her hand. "Never mind, I can use them."

"You lack the inner power to handle them for too long, so make sure your shots count." Mar-Vell tells her as the two take aim at the Skrulls.

"OK, got it." Carol nods, firing two blasts at them to get an idea on how to fire, then shrugging to herself.

"Wait, what if I..." She starts to speak, as the Nega Bands reform into a larger, more bazooka-like weapon, before firing a much larger shot that, while it knocks her from her feet, takes out a good chunk of their main battle vessel.

"What are you doing!?" Yon-Rogg questions angrily. "A blast like that could of backfired and killed us all!"

"Hey, it worked didn't it?" She replies. "Just jealous that I took out more them then you did."

"Do not address me like that, I am a high ranking General and you are a mere human!"

"A human not afraid to kick you out into space and let the green guys get their hands on you. So unless you want to see why humans always win in movies about your types attacking, I suggest you back, off!" She replies, getting in his face as the Skrull threat appears to diminish.

"You dare talk to me like this? I could obliterate you-" Yon-Rogg starts, but he's cut off by two arrows zooming at them, knocking his weapon from his hand as they imbed on the wall. "What kind of attack is that?"

The Kree, plus Carol, look back as they realize, the Skrulls have disappeared, seemingly retreated after that last hit when they devolved into arguing. Instead, the human vessel approaches.

"Well I'll be damned." Carol mutters as, unnoticed by them all, two tiny, bug sized individuals make their way up. Jan and Hank, riding a mechanical ant, fly up to Carol's ear.

"Carol, don't make a sound or movement!" Wasp says to her, startling her for a second. "Its Jan and Hank, we're hiding in your ear right now, we're going to bust you out!"

"Or at least, get you out of here alive, hopefully without too much busting." Hank adds.

"Whoever they are, they just attacked a Kree Vessel." Yon-Rogg glares, taking aim at them.

"Wait, that's a human ship." Mar-Vell stops him.

"A human ship?" Yon-Rogg pulls a confused, angry expression. "Out here? Mar-Vell, do you mean...Richards?"

"I mean her friends." Mar-Vell tells him. "They're here for her."

"Wow, he catches on quick." Wasp notes, then notices Carol's smile at that. "Ohmygod, Carol, you should totally date this one! Marvel did they call him? Oh, Carol, you could be Mrs Marvel if you date this one!"

Carol responds by hitting her own ear.

"OWe! Careful! I'm here too!" Hank complains, struggling to stand.

"They attacked us." Yon-Rogg continues. "In doing so, they declared war."

"They shot from an outdated weapon to disarm you when you appeared hostile towards one of them."

"Stop taking their side Mar-Vell." Yon-Rogg warns him. "You are not one of them."

"Then stop judging them the way you do." Mar-Vell responds. "You speak of humans the same way the Skrull speak of us. The way you act, you are no better then them, commander."

For that, Yon-Rogg strikes him with a simple fist.

"How dare you." Yon-Rogg spits. "You dare compare me to the wretched Skrull? That is a dishonour worthy of retribution!"

"Wow, this guy's REALLY going for that Oscar, huh?" Jan smirks making Carol let out a small laugh, one that gets Yon-Rogg's attention.

"You, do not get to laugh." Yon-Rogg tells her, grabbing his weapon and aiming at her. "Your people have attacked us. They challenge us. You fire upon one of us, and the Kree empire will fire upon all of you. For the actions of your friends, we will glass your planet, and all on it." Mar-Vell looks up, listening while his expression changes to anger. "Starting with, you."

"Enough!" Mar-Vell interrupts him as he tries to blast them, knocking his weapon out into space. "You will not harm their planet!"

"Hm, you challenge me as well? Mar-Vell, you are a romantic, a trait we worked hard as an empire to destroy. You are as human as humans can be."

"I'd take that as a compliment." Carol quips, while Yon-Rogg draws out another weapon, aiming at the unflinching Captain.

"And I take that as a sign of us getting involved." Wasp states, flying out of Carol's ear and blasting at Yon-Rogg's eyes, returning to full size as she does.

"Ahh!" He cringes. "Who dares? Another female soldier?"

"Technically, I'm not military, so just 'Another female', but, I guess I'm pretty kickass." Wasp responds, aiming her stingers at him as Yon-Rogg steps back, returning his aim to them.

"Huh, no matter. Mere humans cannot face me, be they physically human, or spiritually." Yon-Rogg declares as he holds his weapon out while flanked by several other Kree soldiers, swinging at them, only to be stopped mid swing by an enlarging Henry Pym, who stops just a few feet taller than Yon-Rogg.

"How's this for mere Humans?" Hank mutters, gripping the weapon and pulling it from him, causing it to revert to the Nega band form. "Just for the record, in that spaceship flying after us? Those are our teammates and friends, they're earths mightiest heroes, and they're prepared to kick you into a super nova if you don't stand down. Me? I'm a pacifist, I don't enjoy having to hit people, but I can grow so much that a mere finger could crush a city; hell I could hold the sun in my hand, and I'm not even the strongest member of the team. You want to start a war? Well if you do, it'll end within two minutes. Think about what's important, whatever you wanted from Carol, or your own continued existence."

"Hm, formidable." Yon-Rogg admits, dropping his staff as he turns away, while the other Kree follow him, with exception of Mar-Vell. "Leave if you wish, you stay too long and we'll see how mighty you truly are."

"Well, that worked better than I thought." Hank sighs as he returns to normal size.

"Could you really get that big?" Jan asks him as she touches down on the floor of the ship.

"Not a chance in hell." He admits, smiling a little. "I just thought it would scare him."

"Impressive bluff, but I'm afraid it may have came at a price." Mar-Vell states. "Yon-Rogg will report to the Kree homeworld about this, and they'll start to view humanity in different light. You may have averted war today, but my people will not stand down to the potential challenge."

"What 'bout you?" Carol asks him, resting against the wall of the ship as she removes the Nega bands.

"I'm afraid that by sanding up to Yon-Rogg, I may have turned myself into a pariah." Mar-Vell replies, sighing to himself. "As far as the Kree empire will concern itself with, I'm no longer one of them."

"Well its not so bad." Wasp tells him, shrugging her shoulders. "You look human enough as it is, just slap a pair of specs on your face and fix you up with a spunky reporter with an act for getting in trouble and you'll make a fine Earthican. If that's what you want."

"I would be happy to-" Mar-Vell smiles back, until he realizes something. Yon-Rogg's weapon, the one he left behind, is starting to glow.

"Hey, what's it doing?" Hank asks as Mar-Vell pushes them back away from it.

"Self destructing. Yon-Rogg must have activated it before he dropped it."

"Destructing? What we talking about, something small to take out a leg or something out of Michael Bay's resume?" Jan asks the alien.

"Try miniaturized nuclear warhead." Mar-Vell responds. "Get off the ship, Now!"

"Getting off!" The two Avengers dive off away from the ship, trying to fly back to their own vessel as the Kree Captain flies after them, only to stop as he realizes something.

"Carol!" He cries back, flying back to her as she looks at him with slight annoyance.

"Yeah, someone forget I got a broken leg?" She replies as he grabs her, then flies back away.

"I apologize, I was busy trying to save my-" He starts, until the explosion goes off.

Radioactive, super heated vapour explodes from the weapon, destroying the ship almost instantly as Yon-Rogg and his loyal servants escape onto the planet they're orbiting with drop pods, while Susan Storm flips up one of her force fields to block it out and away from the ship, just narrowly avoiding leaving Hank and Jan on the wrong side.

Mar-Vell shields himself with a projected energy shield from his Nega Bands, clutching Carol as tightly as he can to shield her as well. It blocks out the explosion, but the radiation bathes them all the same. The cringe in pain as the many different waves of photonic energy burn their cells, making both erupt in flame as the Kree genes release the energy outwards to avoid letting it kill their cells.

Soon, the explosion disperses, and the radiation mixes with the outside radiation and spreads to a somewhat safer level, leaving the two almost motionless for a moment.

"Oh my..." Cap looks at them through one of the windows of the ship.

"Do you, do you think they're alive?" Natasha asks Clint as the two look at it with uncertainty, as he takes aim with an arrow to pull them back.

"Only one way to find out." He replies with a grim tone, hooking a metal cord around the two and pulling them back towards the ship.

The two lay motionless for a moment once they're inside the ship, their bodies still spiking with energy in a manner that makes them appear as if they're made of flame.

"Carol..." Mar-Vell mutters as he slowly regains consciousness, placing a hand on her shoulder as she starts to regain her breathing. "Captain Danvers...are you awake."

"Yeah...just feel like crap." She responds, slowly recovering as the 'flames' die out on both of them. "Mar-Vell, you really are a Marvel, you know that? Just went and made us survive a nuke at ground zero."

"It's what I do." He smiles, as the others see to them.

...

"So, this is what puzzles me." SHIELD medical officer Doctor Sampson tells Danvers, a few hours later once they're back on earth getting medical attention. "Long story short, you have superpowers."

"I could make that assumption." Carol replies, as she sits levitated a few feet above her bed in the medical wing. "I'd like to know why."

"From that I can gather, the radiation seems to have kick started this 'Kree' genetics you mentioned, and apparently, you developed the necessary organs needed for these abilities."

"And...my tumour just, vanished?" She asks, raising an eyebrow.

"The radiation seems to have burnt off the cancerous cells." The Doc Sampson explains. "I assume one of your abilities is form of faster healing, as there doesn't appear to be any scar tissue left over."

"Lucky me."

"You are lucky, in fact Captain Danvers." Mar-Vell states, knocking on the door as he steps in. "I hope I'm not intruding."

"Not at all, you understand this better than I do." Sampson replies.

"So, came to make sure I made it?" Carol asks him.

"To check on you, yes. I heard your cancer has dispersed, and you developed abilities, correct?"

"Yeah, healthy as a horse and got the firepower of Thor." She responds, motioning to her floating state. "Just need to find out how to see the off switch."

"I'd be willing to teach you." Mar-Vell explains. "If you'd like."

"Sure, I guess, what 'bout your kid?"

"Yes, I spoke to 'Vision' about this, and he explained that he'll do his best to search for any superhumans that have abilities similar to me or Skrulls, but he cannot promise anything."

"Huh, too bad." Carol shrugs, before landing, to her surprise. She pulls a mild confused expression before returning to the conversation. "Do you have any idea what he might be called?"

"Nothing conclusive, but before we were split, Anelle and I briefly discussed names, specifically human names, so they may hide there. We eventually decided on one that we believed would work."

"And that is?"

"As we found out it was a boy." Mar-Vell starts, sitting down. "We decided on the name Theodore."

"Huh, well, hope you find him." Carol smiles to him, to which he smiles back.

"Yes, well, thank you. I best be off to speak with Director Fury about what I'll do for now, so I'll leave you to yourself." He nods to her, Waving as he leaves the room.

"Well, see you when I do, good luck."

"Same to you."

He steps down the hall, looking to the side when he realizes no one else is watching him, as he steps into a bathroom. One inside, he locks the door behind himself, looking towards the mirror as he pulls down the neck of his Kree military uniform, revealing, to his distress, several painful, cancerous lesions.

Didn't burn off after all.

...

Next Time-

Thor returns from Asgard, bearing gifts for his friends and, unintentionally, opponents to fight, when two Asgardian warriors who's identities he does not recognize attack. While the heavy hitters deal with holding these two off, the more skilled members travel to Asgard to find out who they're up against. Too bad Odin and Co don't recognize any of them. Can Thor and Friends fight the mysterious warriors? Will Odin see sense? And what, exactly, is Loki Odinson up to that involves taking over HYDRA?

...

Notes:

-Small, self admitted continuity issue here. In my X-Men story, a minor running gag in the last few chapters was Cyclops, who is something of a superhero workaholic, being unable to actually do anything for a few chapters after he got stabbed by Romolus, which lasted a few chapters. Yet, Hawkeye got shot at close range and generally thrashed by Winter Soldier, plus previously had his leg broken by Ultron, yet he's fine by one chapter. You could assume there's a big time gap between each chapter, but I think a better answer would be that, while I like Cyclops and respect his badass credentials even though I know a lot who don't, him being unable to do badass things is kinda funny, while Clint would just be lazing around and wasting his potential.

-Carol's comment about the Kree speaking Klingon was thrown in because, as I was too unimaginative to make up my own language for them, I decided to just use actual Klingon. Think of it as placeholder dialog. No-points to anyone who can, without a dictionary or translator, read what the Kree actually said.

-I apologize if the scene with Reed and Sue explaining who the Kree are and what they want dragged on a bit, I admit it was largely there for info dumping.

-Speaking of such, I got quite a good few of ideas for the Kree and Skrulls, and some inspiration. The Kree are the more neutral of the two, being mostly well meaning but dismissive of humans. They don't want to kill us all, but they don't really care about us or our lives, and will do god knows what for their own advancement, while the Skrulls are the more savage; their leaders are intelligent but manipulative out for their own ends while their soldiers are chaotic warriors drawing inspiration from the Chitauri, which the warriors are taking the name from, in the Avengers film, and some inspiration from the Reavers of Firefly/Serenity and the Locust Horde from Gears of War.

-Of course, the little 'Rich-AARDS!' bit was a slight reference to the fact that, as far as the Skrulls would know, Reed Richards is the most dangerous being on the planet. As the number one authority on space and cosmic threats, Reed's the guy who's job is usually to kick their butts, and that's canon here as well, so to the Skrulls, the sight of any Baxter Building/Reed Richards tech is a sign of an oncoming ass kicking. While 'Mud Walker' was taken from a comic I read that I assume was the Skrull version of an anti-human slur, but I'm not completely sure if its something they use widely.

-I think the second half of the chapter dropped in quality, since I was writing that while late at night and needing something to tire me out. So I acknowledge that its not really my best work, mostly concerning the writing of Yon-Rogg. I admit I'm not particularly familiar with him, but he's pretty much connected to him so strongly that it'd be weird to not include him.

-I also changed the Kree's motivation half way through the story. Originally I was going to be that the Terrigen Mist had mutated her and they were going to experiment to unlock what it granted, but I couldn't think of a way to really do that without, well, including a scene of them 'unlocking' the mutation, but that just made it feel too much like a torture scene. Instead, I added that Carol is a descendant of a Kree/Human hybrid, Ben 10 style, and as such has highly suppressed Kree abilities that the terrigen mist, in combonation with the radiation while in close proximity to Mar-Vell, expanded and unlocked. I feel bad since that's not at all how genetics works and Genetics happens to be my favourite science, but...you know, plot told me to do it.

-Mar-Vell got cancer. There, said it. I'm not completely comfortable with writing a cancer subplot, being that many of my relatives have died of Cancer and I do know someone who's girlfriend is currently dealing with it. Cancer's a horrible, horrible thing in the world, but, unlike other subjects I'll probably never incorporate, this is a key aspect of Mar-Vell. Like Gwen Stacy's bridge fall or Barry Allen's heroic sacrifice, his death is a key aspect of his character and, while I have no plans to kill Gwen Stacy, Mar-Vell's unfortunately not so lucky.

-So, that's it, hope you enjoyed and don't forget to review.


	9. Brothers in Arms

So, here's a chapter I'd been planning, that is slightly, but not quite, inspired by a Thor story from a while back, but designed to incorporate the Avengers as a whole.

Quick point before I start, the names of the villainous Asgardians go unnamed for most of this chapter. This MAY get annoying, I admit, but it's to keep their identity a secret. You'll absolutely never guess which gods they are (and if you do, have a cookie). Also, this one chapter is long. Really, Really long. I apologize for that.

...

**B.R.O.T.H.E.R.S. I.N. A.R.M.S.**

Sedan Crater, Nevada, several miles out from Las Vegas, a site well known for being the grounds of nuclear testing, and in particular the site where Bruce Banner first became the Hulk. It's also known for unusual anomalies that have happened since, including strange magnetic activity, strange reptilian and insect life, and of course, tourist traps abound.

And now, coincidentally, magical rainbow coloured storms, building up a tornado of sorts, before dispersing to reveal two warriors, dressed in armour not of human origin, while riding horses not of Earthly nature.

Armed with outdated though powerful bladed weapons, the two search around the crater, figuring out their location.

"This is Midgard? Why would he choose here of all places?" One of the two warriors asks the other, sneering at the environment as he crushes a lizard under his foot as he gets off of his horse, making sure to dig his boot in to thoroughly destroy the innocent reptile.

"He likes the locals; apparently, they appeal to his fatherly side." The other warrior snorts, crushing another lizard with the flat end of his bladed staff.

"So, how's this work? Tear up the place, wait for him and his friends to show up, then kill him? That really it?" The first asks once more.

"According to Loki it is. We want Thor, we have to break his toys."

"Heha, then let's get started then."

"Not yet, we should make preparations." One tells the other, glancing at the crater. "We'll need an army first."

...

Today, the Avengers and co were relaxing, all doing different things, from working on private weapons to protecting New York to rock climbing to training, to just sitting bored.

"Come on Hank, I'm bored." Hank heard from behind him, as Janet Van Dyne, the petite, pixie-like Avenger known as The Wasp, sat on his bed complaining about being the latter of the above list.

"Sorry Jan, but this is important work." Hank replied simply, shrugging her off as he continues working on improvements to both their suits. "If this works, we'll both be able to shrink to atomic scale, can you imagine that? We'll be able to observe molecular collisions as they happen, we'll achieve an understanding of our atomic matter like no machine can ever grant us, we'll be able to-"

"Hank, god, I love your nerdiness, but this is the point I need to remind you that I am not a science major, and I don't know what any of those fancy words you used mean."

"...Sorry, long story short, we'll be able to see how exactly what molecules look like first hand." Hank explains, turning briefly, before reverting back to work.

"So, how's this going to work? Include more Pym Particles, or..."

"Its actually a bit more basic. See, the problem with shrinking that much would be keeping an oxygen supply. If we were that small, we'd be unable to breath because we'd actually be smaller than an oxygen atom, so we'd need to take a large supply of oxygen with us, the only problem is that when the Pym Particle-effected matter adapts to its new mass, the oxygen molecules would collapse, and with that, us."

"What would happen then? Insta-death or something more flashy?"

"Theoretically, our matter would implode and form something similar to a black hole, sucking the entire planet inside and killing everyone."

"So, flashy insta-death then." Jan nods, slightly following this, though still collapsing onto his bed from boredom.

"Yeah, so my idea would be to release controlled doses of Pym Particles into the oxygen supply, keeping it at its size without it adapting, and doing so in a manner to avoid shrinking it further. But, this needs to be perfect, we can't just test it and go by trial and error; we get an error, we kill everyone."

"Then, why, exactly, do you want to do this?"

"For science." He replies in his usual enthusiastic manner, making Jan sigh and roll back onto his bed. She checks the time on her phone, realizing that she came in to see him three hours ago and he's still working on it, making her even more bored.

"Anyway, new topic, did I show you my new background wallpaper for my phone? See?" Jan flies over to his side, holding the phone up to him, though he doesn't look. "See? Here's Whirlwind, here's me, here's my fist, and look, there's Whirlwind's baby teeth and mouth blood. He didn't see it coming."

"I know, I was there, I also saw how you got tossed into a door when he first began spinning." He responds in a blunt, though not intentionally mean, manner, making her pout a bit.

"I meant to do that." She states, returning to the bed, and once again collapsing in boredom. "Any chance you'll take a break to do something together?"

"That would really depend on what we're doing. I'd be up for changing the soil in my ant farms."

"I was thinking something a little less bug and soil related, and maybe something involving, I don't know, this bed?"

"Sorry Jan, I'm busy." He reiterates, making her roll her eyes again.

"What if I told you I wasn't wearing underwear? Would that change your mind?"

"That's incredibly unhygienic, no offence." He states quickly, as the science nerd inside him kicks in.

"OK..." She steps off the bed for a second, and behind him he hears some zipping noises, before the sound of her jumping onto his bed again returns. "What if, instead, I was wearing _only_ my underwear?"

"That..." Hank raises an eyebrow, turning to see her curled on his bed, with a cheeky smile on her face. "...Damn." He sighs, putting his tools down and standing up. "Science can wait."

"Yay!" She squees almost, before pulling him onto the bed.

And unfortunately for the crowd that like that, this is not the kind of story that will give you any of the details happening here, so we'll skip to something else; que the triple dots.

...

Elsewhere in the Avengers mansion, business is usual once more, as Thor arrives back home, holding a large sack.

"Friends! I return!" Thor declares, dropping the bag and getting ready to be welcomed, by the empty living room.

"Hello Odinson. I believe its polite to say, Nice to see you're returned." Vision tells him as he appears via a hologram.

"Ah, Vision, where are the rest of our friends?" Thor asks, trying to pull Vision into a hug, and being dismayed by the non-corporal state he's in due to the hologram lacking any hard light capabilities.

"Don't do that." Vision states quietly when Thor starts waving his hand through Vision's head, making the god stop doing so. "Banner is in the next room, practising anger management techniques. Stark and Rhodes are in his lab working on improvements to both their armours, Rogers is out doing exercise, Cage is in town visiting friends, Van Dyne and Pym are in his room and have asked me not to pay attention to what they're doing, while Barton and Romanoff are in the training room-"

"Romanoff?" Thor interrupts, with a raised eyebrow.

"Yes, Agent Natasha Romanoff, also known as Natalya Romanova and Natalie Rushman; Codename Black Widow. She joined the Avengers while you were away." Vision explains. "And right now, she's currently beating Barton into a pulp."

"Really? I, kind of want to meet this woman. I like her already." Thor states, heading into the underground sparing room.

In said room, Clint and Natasha spar together as they hit each other with two wooden sticks, with Natasha getting the upper hand. As Clint is driven towards a wall, he ducks one strike, causing Natasha to break her weapon against the wall.

As Clint steps back a bit, she kicks against the wall, landing on top of him, pinning him down and pressing the sharp, broken weapon against his collarbone.

"Give up?" She asks, a mild smirk on her face, as he can only get his arm free to wave his wooden weapon.

"Not a chance." Clint replies. "Any second now I could get out of this."

"Try it."

With his own smirk, Clint flicks the wooden stick upwards, making it ricochet off the ceiling and fly at her head. Fortunately, Natasha doges this, making it hit, and shatter against, the floor next to Clint's head.

"You stick to firing arrows. Leave the ass kicking to those who actually know how to do it." Natasha tells him, looking a little smug, before heading off to get cleaned up. As she walks away, Clint curls his foot underneath a carpet she's walking over, pulling and tripping her up. "Hey!"

"You got your fists and fancy fighting moves, I gotta improvise." Clint shrugs as he sits up. "One of the first things I learnt, anything's a weapon."

"I would hardly call pulling the carpet from under my feet 'a weapon'." Natasha tells him blankly as she stood up.

"Well, neither is being shirtless, but it sure worked this time. Don't roll your eyes, I saw you staring." Clint smirks as he motions to his bare chest, making Natasha, of course, roll her eyes while turning to see Thor walking in.

"Hey, sup Goldilocks?" Clint waves to Thor, getting up to see him. "Welcome back to the land of the squishy mortals. How was Pandora?"

"Asgard; I told you already that it's called Asgard." Thor tells him, slightly annoyed at him for that.

"Meh, Asgard, Hogwarts, Pandora, its all the same. Just a bunch of magic people being magic." Clint retorts. "So, how was it being back home?"

"Well." Thor rolls his eyes, or the closest equivalent action a God would do. "I had a wonderful time. Midgard may have its benefits and beauty, but Asgard is simply magical to visit."

"I'm sure it is." Natasha nods. "Its nice to meet you, I've heard a lot about you."

"You must be this Romanoff I heard about." Thor smiles, shaking her hand. "Ah, a warriors handshake, you should fit well with the team. Perhaps someone should speak to Fury about recruiting more maiden warriors; they can be some of the fiercest warriors in Asgard, and yet we have so few."

"Well, nice to be welcomed, two weeks after joining the team."

"Well, in fairness, you've only been on one mission so far, and its not even been televised." Clint points out, getting a shrug of agreement.

"Thor?" Vision's voice tells him as the Hologram returns. "I've told both Stark and Rhodes of your return, as well as Banner, if you want to meet with them."

"Ah, that would be wonderful. Back upstairs we go!"

"He's like a cartoon; so full of energy." Natasha notes with mild disbelief as Thor heads back to the main section of the mansion.

"Yeah, well, it grows on ya. Just roll with it." Clint tells her, walking past to join Thor, while she shrugs and follows them too.

The three head back upstairs with Vision, just as Tony and Rhodey exit the lab.

"Hey, look who decided to leave Magic Land and return to the world of sanity." Tony smirks.

"Nice to see you too Stark." Thor replies, patting him and Rhodey on the back as he walks past. "And Rhodes."

"Eh, Hey." Rhodey nods, still not sure how you're supposed to talk to a god.

"So, how is Banner, and our two insectoid companions?" Thor asks the others as he picks up the sack he brought with him.

"Banner is fine." Bruce speaks up, exiting the other room with a stretch while wearing some yoga clothes. "No idea about our 'insectoid companions', but Fury called earlier, said he was going to be visiting us later about something."

"Yeah, where is Smurfette and Brainy Smurf?" Tony asks, noticing Hank and Jan aren't with them.

"They're in Hank's room, they've asked to not be disturbed." Vision speaks up.

"Hank's room? What are they...?" Tony raises an eyebrow, walking towards it and opening the door. "Hey, you two know that Tho-OH MY-"

"TONY!" Jan's voice screams at him, driving him out.

"I can't believe I just..." Tony mutters before bursting into laughter. "Oh god, I just saw, wow, I did NOT expect anything like that!"

"Wait, what just...?" Clint asks them, confused about the ordeal, until Natasha whispers something in his ear. "Wait, those two? But...wow, Anyone else know they were a thing?"

"It was pretty obvious to me." Vision chirps up, while Rhodey and Natasha just shrug at this.

"What was obvious?" Steve asks, as he returns, eliciting a smile from Thor as the two nod to one another. "Welcome back."

"That Jan and Hank were bed-buddies." Tony snickers, making Cap look at him funny, until Natasha explains into his ear as well.

"...I'm almost certain that breaks some kind of fraternizing clause." Steve mutters aloud.

"You could try knocking next time!" Wasp complains as she and Hank step out after having only half dressed, only for the two to freeze once they notice others are standing there, and cover up as best they can.

"And here's the awkward moment." Tony snickers, pulling out a phone and taking a quick picture. "And here's the image my phone will appear next time either of you two call!"

"Tony." Natasha tells him, with a stern glare.

"Come on, this is hilarious, you have to admit." Tony continues laughing, putting his hands around the pair. "Its like a walk of shame, without walking! Though, really, Hank, didn't know you had it in you. And Jan, WOW, your back is flexible!"

Tony is promptly elbowed by both of them.

"Well, some people have no sense of humour." Tony retorts as they both step away from him.

"Either that or you're just not very funny." Thor grins, pushing past them to see Jan and Hank.

"Thor? You're back!" Wasp grins, pulling him into a hug to welcome him back, making him hug her back slightly.

"Great to see you." Hank smiles to him, patting his shoulder as Jan lets go of him, both glad to find something to change the topic.

"How was home?" Jan asks him as she steps back to give him room.

"Fine as always, but I'm glad to be back here where I belong." Thor tells them with a happy smile on his face. "Now, if we can all sit down and watch the episodes of Shazam that you recorded for me...which judging from your faces, you didn't."

"Yeah, sorry but, no one else here _likes_ that show." Tony explains, rubbing the back of his head in an awkward manner, as the others also appear slightly awkward.

"Well, no matter, so long as you remembered to record my other shows." Thor shrugs, sitting down on the couch. "Let me see, I was watching _Firefly_'s rerun last time I was here, and the first season just finished, you remembered to record the second season, right?"

The awkwardness just continues.

"Is there something else no one is telling me?" Thor asks them, looking around.

"Just ignore them and watch your shows Thor, Vision needs the memory space." They turn to see Fury, as always flanked by Hill, Coulson, Morse, and a few other agents, who had entered a moment ago without their notice.

"Wow, did you all become Batman now?" Jan asks him, surprised at the sudden entrance.

"Did you and Pym forget to put clothes on?" Fury replies, raising an eyebrow at their half-dressed state, until Tony whispers something into his ear, making him lower the eyebrow. "Oh really? Well, both of you need to speak with me when we're done here, but first, official Avengers business."

"Why? What we do?" Hank asks Jan with a confused look. "If there's a rule against walking around half dressed now, then why isn't he punishing Clint, considering how shirtless he is all the time."

"Yeah, well, if you looked like that without a shirt on, we wouldn't be in trouble right now." Jan replies with a mild smile, trying to make him laugh.

"At eight hundred hours this morning, tourists in Nevada took these pictures, at the Sedan Crater." Hill tells the group, dropping a folder on a table for them all to see, displaying photos of two individuals, the ones from before, as they wander around the area, and successfully changing the topic.

"Sedan Crater? That's where-" Tony starts, but is interrupted.

"I first became the other guy." Banner states, in his usual manner. "And from the look of these photos, someone with Thor's fashion sense took a walk around it."

"Judging from the appearance of their armour, they're Asgadian." Morse explains. "Goldilocks, these two look familiar to you?"

"They appear familiar, but I don't recognize their names." Thor states, looking over the images. "There's much I still don't remember from before my time as Donald Blake, much Loki and Odin took from me, and it appears this is something neither returned."

"Well, you're pretty old, maybe they're some love children you never knew about?" Tony suggests with a smirk, getting a death glare. "Or maybe Tony's going to keep his mouth shut so the big scary God doesn't eat his head."

"Smart plan." Thor smiles, before looking over the photos once more. "Did they harm anyone while they were there?"

"Not yet." Fury speaks up. "They're still there, just circling the area. Any idea why they might do that?"

"Circling an area is usually a signal for a mage of some kind to use a teleportation spell." Thor explains. "Loki would use this method often when Heimdall was angry at him and unwilling to let him pass Bifrost."

"So, what's the plan of action?" Clint asks aloud.

"Nothing yet." Cap speaks up. "Where's Cage?"

"He's out in New York with a friend of his." Clint explains. "Why?"

"Have Sam pick him up and fly them down to Nevada, they'll watch and wait for anything that may happen. When the Avengers are needed, we'll Assemble and deal with it."

"Sounds like a plan." Tony shrugs. "What about these two? Should Thor maybe go back home and find out their names? Maybe they're the gods of something badass?"

"That would take too long. If something does happen with them, Thor will be needed to deal with them." Cap tells him. "Instead, I want Natasha to go with a SHIELD team to Asgard. Being Thor's friend should get you in, and you can ask about who they are."

"Well, send out the call, until then, return to what you were doing, and get prepared for being needed." Fury tells them, making them nod and separate. "Not you two, walk with me."

"Ugh." Both Jan and Hank sigh, following him.

"I swear, if there is a rule about being half naked at ten AM in our own home, I want to see a lawyer." Hank rambles as Fury leads them down a hall so they're all out of everyone's way, while tapping some things on a panel, making Vision appear once more, handing him some holograms of some files. "What're those?"

"These, are your contracts. These are what you signed when you joined the Avengers. Or at least, copies of them; take a look." Fury tells the two, as the files move for them to read.

"Wow, my handwriting really needs work." Jan quips, though Fury's glare makes her drop the smile on her face as she returns to reading.

"Look at section twelve, paragraph seven: 'Proper conduct among Agents'. Read aloud please."

"OK, 'Hazing new recruits is strictly prohibited, and anyone who tries will be suspended'. That explains why Tony took that holiday after all those pranks he pulled when we first joined." Jan smirks a bit.

"I said seven, not eleven."

"Right, OK. 'Fraternizing with fellow agents is prohibited, to avoid emotional distractions. Agents found to be in a non-platonic relationship will...will be forced to either break up, or face expulsion, unless they're given adequate reason to stay together, of which, 'love' does not qualify as'. Wait, because me and Hank are swapping spit and other stuff, we might get axed?" Jan questions, dropping her joking demeanour.

"Wait, but we were together before we joined up, and we're not official agents. We're Avengers, that's a separate division." Hank adds.

"Yeah, and according to...section twenty, paragraph one, 'Members of the Avengers Initiative are to be held at different rulings then basic Agents, the designated Unit Chief will be the one to authorize which rulings apply'. See, we should-"

"You have the chance to remain dating, depending on how Rogers feels about the manner. Once this situation is resolved, I'll be speaking with him to get his verdict on this. However, if you wish to continue being Avengers, your smartest move would be to end your fling before one of you ends up distracting the other and gets you both killed."

"Why are you being such an ass about this? So what if we're dating, how does this affect you or-" Jan starts complaining, until Hank merely picks her up over his shoulder. "Henry!"

"Sorry about her, we'll be out of your hair." Hank apologizes to Fury, carrying Jan away from him. "Jan, maybe not try to start a fight with the man who owns the spy agency that runs things for us, huh?"

...

HYDRA Island, the main HQ of the terrorist cell known for its Nazi origin, and the current whereabouts of some of HYDRA's leading enforcers and its current Baron, Wolfgang Von Strucker.

"Permission to speak, sir." One agent asks, kneeling before him.

"Rise and speak." Strucker orders him, turning to give him his attention while watching over a large group of agents walking in sync.

"We've located your children, sir." The agent informs their leader. "They're currently incarcerated within the Triskelion, along with Abomination, Swarm, and Zemo. They're being transferred to the Vault in twelve hours. I'm sorry I couldn't tell you sooner when we could have planned a rescue mission-"

Strucker, without saying a word, grabs the man by his throat, lifting him up. The seemingly frail old man holds the younger and heavier Agent above his head, assisted by the armoured prosthetic arm he's using to grip his neck.

Within a second, they start to choke, first from their windpipe being crushed, then by it being filled by the dust of their own degenerating body, until they slip from his grip, leaving behind a skull in his palm.

"Dramatic, I have to say." A voice echoes, a voice willed with snide, pride, and sarcasm, drawing his attention to a figure clapping while approaching him. The figure, a man with a lithe frame, wearing blue and green clothes, and an easily identifiable helmet, with two curved horns.

"Who, do you think you are, and how did you get here?" Strucker demands, standing defiantly before the unintimidating man.

"I am this world's reckoning, and I'm not being dramatic about that." The man approaches, to which Strucker tries to use his lifeforce-draining hand on him, to no effect besides breaking the weapon. "I'm also your worst nightmare, but my friends call me Loki."

"The Trickster God? Blood brother of Thor?" Strucker questions, in shock at his arm's failure and unresponsive state.

"The very same." Loki smirks, a smirk he increases when two guards try, and fail, to take him down with bullets. Two guards who're torn apart by Ultron.

"It is in your interest to not fight back." Ultron warns him, as Loki grabs the villain by his own throat, lifting him up.

"Never! HYDRA never submits to anyone's will but mine!" Strucker declares, only to be pressed against the wall.

"Ultron, be a good killing machine, maim a few more of his men."

"Ha, you think I care?" Strucker snorts, struggling to hold himself up.

"No, but you know who will care?" Loki smiles, holding him forward to watch Ultron quickly take apart the various soldiers and agents as they try to stop them. "They will. You see, Ultron could, very, very easily kill them all. But, right now he isn't. He's cutting them up, taking away the right amount of body parts to leave them VERY discomforted, but very much alive.

"They'll be able to do all of their favourite things, of course, but they'll be in so much pain, it will make them insane with anger. And Ultron will keep doing it for as long as you're still refusing to surrender, a fact he will make clear to them as he does so, or until we run out of people to harm. And if that happens, we'll hand you over to them, like a parcel, where they can show you just how much they appreciate you allowing them to be so mercilessly mutilated. Do I make myself clear?"

"You think you can intimidate me?" Strucker keeps on a stubborn face, but Loki could see his bluff written all over him.

"Well, that depends on how hard you train your agents, and how much punishment you can take." Loki grins, watching as he slowly loses his composure.

"Fine, what do you want from us?" Strucker growls, relenting as Loki motioned for Ultron to stop, while Strucker stops his men from engaging Ultron.

"Your resources, they are now my resources. Your men are mine, and your weapons the same. And in exchange, you will have a seat of power once I am done." Loki explains.

"What do you want with them?" Strucker questions as Loki lowers him to the ground.

"Ever hear the story of Ragnarok? Well, we're going to do something similar. In about two to five hours, the Avengers, and the bulk of SHIELD's resources are going to be busy dealing with an incident in Nevada. Due to this, the Triskellion and the Raft will be vulnerable to attack. Your forces will attack and liberate these criminals and degenerates, and then you'll house and army them for the time being. When the world is at its weakest, we will strike its champions, and in their defeat, you may have a large portion of what is left."

"Why not open with this offer?" Strucker asks, finally allowed to stand on his own feet.

"Rule by intimidation, not by friendship." Loki smiles. "Something my father taught me. Odin was always a smart man."

As Strucker returned to his seat, Loki stops him, before standing in front of the seat himself, then turns back to the blood-stained Ultron.

"Now, Ultron, you maimed quite a few people here, people who probably don't appreciate their new injuries. Do me a favour, see to it that they will not make trouble for us."

Grunting in pleasure, Ultron turns back to his fallen prey, looming over them. After four seconds of blood-curdling screams, their pain is over, and their allies are left to watch in fear.

"Now, the rest of you, I do hope none of you are upset to see these people go; if you are OK to see this change in power and the disposal of the injured, please assume your correct state, and show your happiness of your new rule by kneeling before me."

The remaining traumatized goons look back to each other, confused in what to do, but scared to try and rebel.

"I believe I need to repeat myself. Kneel, before, me." Loki's smile turns to a death glare, waiting for them to listen. Slowly, they do as commanded, kneeling before the God of Mischief. An action that, quickly, returns his smile, as he takes Strucker's thrown for himself.

Now, to wait.

...

Meanwhile, in a separate, smaller, gym room, one currently being used by Captain Mar-Vell to teach Carol her new powers.

"Breathe, and relax." Mar-Vell instructs, floating up into the air by his own power. "Doing that will allow you to control your form, as if you're holding yourself up like a figurine."

"I tried that, didn't work." Carol responds, as she floats around upside down and out of control, her arms crossed in annoyance. "Right now I'm trying grunting and pouting, seeing how that works."

"You need to take this seriously. Your newfound powers make you a danger to all around you if you do not exert control over them." Mar-Vell tells her, flying to her and helping her back to the ground.

"Well, let's try something new. What else can I do?" Carol questions, as she drops back to her feet.

"See that door handle?" Mar-Vell points. "Try turning it."

With a sigh, Carol held a hand to her temple, holding the other out to handle and trying to turn it with her mind.

"...I meant with your hand. You need to walk over and turn it yourself. You're not a god." Mar-Vell explains, making Carol drop her hands, realizing how silly it looks.

She walks to the handle, then tries to turn it, only to break it off.

"You are now capable of much more raw strength than before." Mar-Vell adds. "The simplest acts are now capable of great damage. Imagine if that was a hand you were shaking."

"Can I pretend its the hand of someone I don't like?"

"This is serious, Carol."

"I know its serious, but damn it, this isn't helping!" Carol shoots back. "I know you mean well, but the lessons your giving, they're not working at all."

"You need to clear your mind." Mar-Vell repeats, placing a hand on the side of her head. "Relax, breathe, and think of flying. Believe in flying."

"This zen-BS is starting to get silly." Carol snickers, before doing as he instructs. As she continues to do so, slowly, she finds herself floating up, then floating back down. "I did it."

"Good. Now, can you do it again? Try to fly." Mar-Vell steps back, watching as she repeats his instruction, floating up by her own power. With another deep breath, she does a flip in the air, returning to a vertical position before floating back down.

"I think I got this down." Carol smiles, clapping her hands together. "Now, what about the super strength?"

"That...stay away from door handles and handshakes for now, and try not to do things while angry." Mar-Vell suggests. "Controlling your strength will involve completely retraining your body. We'll need more time to do that."

"Then why bother with flying, why not focus on the important bits first?"

"Well, is the flying part not more fun?" Mar-Vell asks. "I figured going with the easier and more entertaining power first would help start."

"Well..." Carol thinks about it, before nodding. "Yeah, flying is pretty awesome."

"Exactly. Now, we should-" Before Mar-Vell can finish, the two hear a loud door slam, taking their attention away from their task at hand.

"I can NOT believe that arrogant, one eyed, balding, old faced, controlling, manipulating, chain smoking, mmm..."

"Come on Jan, find a word to end it on."

"...mm, JERK!"

"Ooh, poor choice. Maybe a bad way of saying a man's naughty bits would've worked."

Carol watches as more doors slam open, revealing the fuming Janet, with Hawkeye following close by, having been sent to get her away from people so she doesn't kill anyone.

"Shut up! I can't believe that guy! Who is he to say who I can and can't go to bed with?" Jan continues, punching a punching bag as she walks past it, nodding at Carol when she sees her.

"What happened?" Carol asks Clint.

"Well, how to put this, uh, Spock and Christine were going where no man has gone before, until the crew caught them, and now Kirk wants them to split."

"OK, I'm going to assume that's a Star Trek reference, I'm sorry, I'm a Star Wars loyalist." Carol replies with a confused look.

"Fine. C3PO and Leia were in their Dark Side, but now Lord Vadar wants them to break up."

"Seriously? Jan and Hank?" Carol raises an eyebrow in surprise.

"Wow, you got that? I just said random Star Wars buzzwords and hoped it made a sentence."

"So, Fury wants them to split?" Carol asks, getting a nod. "Should someone talk to her?"

"Yes, someone should." Clint nods in agreement, staying where he is.

"Someone as in you?"

"Me? Why me?"

"You know why." Carol tells him sternly. "You didn't exactly like not having anyone to talk to when you went through this. And unlike you, she doesn't have archery to vent her anger out into."

"Uh, fine. I'll talk to her." Clint sighs, walking to the cross-armed heroine as she sits on a counter. "Hey, uh, need a shoulder to cry on, punch, or general rest a head against?"

"How is this fair?" Jan asks him. "I need to break up with my boyfriend if I want to keep being an Avenger?"

"Well, its standard procedure. You know, sex complicates things; if you two are doing it and one of you gets hurt or captured, the other's going to dive in to rescue them and get themselves hurt, captured, or even killed. And if you break up badly, teamwork is basically out of the question."

"What are the chances of that happening?" Wasp crosses her arms. "It still isn't a fair choice. I love being an Avenger, I love being able to help people and stop bad guys..."

"Even if you spend most fights being swatted away." Clint mutters.

"But, Hank, I don't even know how to describe it, he's just a really great guy, he's fun to be with and he's got an amazing mind, not to mention he's got a really great face and jawline."

"And he showed up to fight AIM with cheesypuffs stuck to his face, and often forgets to shower for days on end."

"Do you have to be you right now?" Jan questions, glaring at him.

"Kinda."

"Forget it." Jan rolls her eyes, getting off the counter.

"Wait." Clint stops her. "This sucks, I get it, but, maybe its for the best. I mean, if Hank's this important to you, maybe, well, put away the Wasp gear where you'll be safe."

"Excuse me?"

"Well, I'm just saying, you get your ass kicked a lot while we're out there. You spend most fights taunting the bad guys instead of actually hurting them. Maybe, I don't know, you'd be better off going into something else, like fashion design, or cooking, or..."

Jan slaps him across the face.

"Or slapping people across the face. You know, that'll get you a lot of roles in Soup operas."

"Is that really how you see me? You really think of me as just the girl who doesn't do anything but get hurt?"

"Kinda." Clint shrugs, then flinches when she looks like she's about to hit him again, only instead she storms off once more.

"Screwed that up, didn't you?" Carol notes as she joins them.

"My face hurts."

"Guess I need to talk to her then." Carol sighs, following Jan as she finds a new place to sit and complain. "Hey."

"You mention anything about my ass being kicked, I'm hitting you too."

"Look, not sure how to really go about this, but, Clint didn't mean to upset you." Carol tells her while sitting next to the distressed Avenger.

"Funny, it sure doesn't feel that way."

"Clint's got great eyes and aim, but he's terrible with people. Especially women." Carol explains. "But, he knows exactly what you're going through right now,, he's just trying to tell you not to do something you might regret."

"How exactly does he know what I'm going through?" Jan questions, looking up at her.

"Well, its really not my place to say anything, but, there's a reason he doesn't talk to Morse much when people are around." Carol informs her, getting her attention. "I only met them after it happened, but, the two of them broke the same fraternizing clauses, Fury found out, and they had to chose each other or their jobs. You can tell what they picked."

"Were they serious?"

"They were _engaged_."

"Eik." Jan blinks a few times at that. "That must have hurt a lot."

"Took them a year each to get past it." Carol adds. "So, try and remember that, he might be an idiot and what he says may sound insensitive, but he's been there, he knows how you feel, and he's not intentionally being an ass...at this moment, anyway. Any other time, he's probably doing it on purpose."

"Well, what do you think?"

"That depends, what do you want to do about it?" Carol asks, glancing at her as she returns to looking at the floor, thinking this over.

...

Nevada, site of last night's incident.

The two Asgardian soldiers of no name continue to circle the crater, drawing a small-though-notable crowd of interested people. Citizens from the local hotels to the US Military.

"Why has he not shown yet?" One questions the other, directing his horse to turn the other way.

"Patience brother, he will show."

"How do we know? There has been no sign of him." The inpatient one notes aloud, getting frustrated by the attention of everyone except their target.

"Loki told us he protects these insects; he'll show to make sure no harm comes to them." The second one explains, though this just makes his brother more agitated.

"Then, let us make him show. Let us put his toys in danger." They declare while taking off a small pendant, one resembling a curled up serpent. One they toss into the centre of the crater. "Armies of Ragnarok, the serpents and the wolves, come! Join us in our twilight!"

The serpent glows, uncoiling and growing, emitting a light that almost resembles some kind of, somehow demonic rainbow. Large, frozen hands reach out, followed by the reveal of a large frost giant, a being from Jotunheim and the first of their army.

Two more follow, along with Dark Elves riding large and ferocious wolves, another few waves of Jotuns and Dark Elves follow that, before demons from the forces of Surtur, trolls, serpents and dragons, and even a good few bilgesnipe to boost their numbers, resulting in a large army of Nordic beings, ready for chaos. An army that continues to grow as more enter the portal.

The local citizens make one of two choices, either they continue to watch in awe and possibly fear, or they do the smart thing and run like hell. The military, however, get ready to fight this army, but not before calling in reinforcements.

"Attack these Midgardians!" The inpatient one orders, leading the charge as they attack the trigger happy-yet-fearful and outnumbered military, and the innocents unable to escape in time.

...

"Director Fury, they're attacking!" An agent informs the director of SHIELD as the agents around scramble to attack.

"I see that." Fury retorts, watching the fight-or rather, as a fight implies both sides are equal in their attack, the slaughter-unfold before them. "Are the Avengers ready?"

"As ready as they could be."

"Then get their asses out there and deal with it!"

On the top deck of the helicarrier, Quinjets fly out, followed by Tony and Rhodey, still suiting up as they race down the runway, while Steve leads the charge of the others.

"Avengers!" Cap calls, as he jumps onto the front of a quinjet piloted by Vision, while Hawkeye races past him on a flying motorcycle along with Luke, followed by the currently tiny Hank and Jan flying off by their own power and Banner, Hulking out while racing behind them with Thor by his side. Then, as the jet blasts off, taking the lead of the ragtag team, Steve finishes their battle cry. "ASSEMBLE!"

The leading giant is the first to try and attack them, but Cap leaps off of the jet as it collides with the giant, knocking them back while he flies at another, landing on its head, taking out a grenade and tossing it at the mouth of the giant. Dark Elven archers fire flaming arrows at the patriotic leader, but he bats them away with his SHIELD, making them land on a Bilgesnipe, which promptly yells in pain as it tries to get them out. He leaps off the exploding giant, flying past another as a demon tosses a spear at him, only for him to flip his body around to dodge, resulting in the spear piercing the Jotun's chest cavity. Cap grips the spear as he flips around, spinning on the wooden pole, dodging more arrows as he does so, before it breaks off, allowing him to land on a large serpent, one he quickly takes down with the sharpened broken shaft of the spear.

"Jesus, that was cool." Hawkeye mutters, observing as he spins on his flying cycle, driving straight at the small army of horseback riding archers, smirking at them as they take aim at him. Drawing out his compound bow, he takes out five arrows, resting them on his arm as he holds the bow horizontally, drawing back and firing the arrows. The archers, before they could even fire, are left stunned as the arrows fly past, missing their bodies but cutting their bowstrings. Clint merely holds out his arms after this, knocking them over as he rides past. "God or no god though, I'm still the best at this whole ass-kicking shibang."

"Not gods; those were Dark Elves, homed on one of the other nine realms." A troll of some kind informs him as he cuts off his path, knocking Clint off his bike as it flies up and out of control. "Me, I could be your god, 'course I'll need a blood offering." Clint lies in the mud, dazed while the troll gets ready to kill the only member of the team without powers or tech. He recovers in time to dodge the troll, pressing something on his belt as he draws two arrows out, firing the low-level explosive tipped projectiles at the troll to slow him down. Clint glances up as his bike starts to race in his direction, before diving forward and rolling under the attacking troll. He fires one more arrow, one that explodes as it hits his jaw, knocking the troll's face up, just in time for the bike to crash into its face, knocking it out before flying forward.

Clint runs after it just as a Bilgesnipe charges at him, while he draws out two Admantium-tipped arrows, running at the antlered and scaly beast. He leaps forward, jumping on its head, ducking the tree-like antlers as he runs over its body, taking a second to fire his arrows at the beast's spine and neck before jumping off, landing on his bike and, upon gaining control, steering around.

"Hawkeye, take care of the big beasts like that one." Cap orders him, ducking his own troll before jumping on its back, striking down on its neck with his shield, giving him a moment to direct a plan. "I'll take care of the trolls. Hank, Hulk, you two deal with the giants, Wasp, get the civilians out of there. Tony, you and Rhodey deal with the dragons and flying snakes in the sky, and everyone else, pick one of them and deal with it."

"Fool, they do not direct any at us?" The hot-headed Asgardian questions aloud, before a hammer slams into his face.

"No, because you are mine." Thor declares, grabbing him by the scruff of his leather armour, holding him to his face. "I know not why you bring ill to the humans, but it ends now. They are my people, under my protection, and so long as I'm here, the only blood to be shed are the ones who make war with them. Do you understand me!?"

"Of course." The brother smirks, getting off his horse as he approaches them. "They were not our target. We just wanted you here."

"This, this massacre was to get to me?" Thor questions, loosening his grip on Mjolnir as he looks at them.

"Of course." The hot-headed one smiles, before kneeing Thor in the stomach while his brother smashes his own warhammer into his face. "Their blood is on your hands, but don't worry, your blood will join them."

They lift their weapons up into the air, ready to strike down the distracted god of thunder, until something pulls one into the other by the neck of his armour. Its nothing particularly strong, but unexpected enough to make him stumble into his brother, saving Thor.

"Consider your pretty butt saved there, Goldylocks!" Wasp yells to him with a confident grin, flying off to deal with her assigned task. As Thor smiles and gets up, ready to deal with them, she flies off, scouting the battlefield for living civilians. Many have already fled the battle, but one or two remain. She spots a small child, terrified and on the floor as a Dark Elf gets ready to finish him. Jan glares at the would-be child killer, flying forward and punching the dark elf before he can finish his brutal attack. Before the can recover, a two-miller meter long leg kicks with the strength of a 24-inch long one, knocking them out before the tiny Avenger returns to her normal size.

"You OK?" She asks the terrified child, crouching down in front of them to calm them. When an explosion goes off near them, she covers the child in case of shrapnel. "Come on, its not safe here."

"My mom, I can't find her." The child mumbles as she helps them to their feet. Gripping his hand, Jan leads him out of the battle.

"Don't worry, I'm sure she's safe." She tells the child, looking around for somewhere they may be safe. With the only option being a turned over tank that was tossed a bit away and a small gas station, she chooses the latter, leading them to the gas station; it may not be the safest, but, if that tank was tossed, it probably means there were people inside, people who likely didn't survive their landing, and something she doesn't want the child to have to find out for himself.

Pulling the child inside the gas station, she looks around for anyone around. A few other survivors, a few soldiers and a group of civilians, look as she arrives with the kid in tow, who sits down by a small cooling machine.

"Who are you?" The kid asks her, finally speaking up. "Are you an Avenger? A Superhero? You're a lot prettier than the ones I saw on TV."

"Yeah, I'm Wasp, I'm the small and awesome one." She tells him with a smile, kneeling down in front of him. "Listen, I'm going out to find your mom, can you tell me what she looks like? Do you have a photo or...?"

"Here." The hold up a small phone, with a picture of himself and his mother as the wallpaper; his mother's phone.

"Thanks, I'll try and find her." She assures him one last time, before leaving him under the protection of the soldiers. "Vision? Hear me? Try and find a way to get the civilians out of there."

"Will do, Wasp." Vision nods as he appears as a hologram next to her.

"Thanks." She smiles to him before heading back into the war zone, gulping first and letting her smile fade. "God, that kids mom better be OK."

...

Asgard, atop the World Tree, somewhere not too far off the sea of Norway. A SHIELD helicopter flies above the hidden secret nation of gods and Nordic beings, with Natasha look out at the area.

"I'll be unable to appear like this inside." Vision informs her as he appears as a hologram there. "I'll have a drone arrive shortly to help, but it may take time. For now, you'll be on your own."

"Don't worry about it, I've handled worse situations by myself." Natasha, loading her weapons in case of the worst, shrugs at the risk. "I work better under pressure anyway."

"Well, best of luck." Vision adds before she takes her parachute, getting ready to jump.

"Thanks, I'll be back before noon." Natasha waves him off before diving out of the helicopter, descending to the hidden country of Gods and its continent of Norse beings. She passes through the barriers used to hide them, allowing her to see the eight planes of land, held up by a non-organic tree and connected to the Earth by a rainbow bridge of elements.

Muspelheim, a land of volcanic rock in the centre of the hidden continent, with beings seemingly made of living magma calling it home. Next to this is Nidavellir, a long colony of rocks and mountains held up above the seas bellow, connecting to each realm and providing a tunnel to escape and enter each one. Above this world of tunnels is Alfheim, a mountain home reaching into the clouds, housing the noble light elves, and hiding vast forests. Apposing this land, separated by a forest or iron trees is Svartalfheim, land of the Dark Elves and a plane cast in shadows. Connecting this land is the largest of these realms, and the one furthest away from the centre and closest to the north, Jotunheim.

In the space between this and the remaining realms, a fallen colony lies within, Vanaheim, the former home of the Vanir, before the ancient Vanir-Aesir war that lead to the two uniting to form the Asgardians, now remains a broken land mostly used to keep the others away from the remaining two lands. The smallest realm, though one connected to another state of being is Hel, the shadowed plane in which the dead may be released back. Bridged to this plane by the fortress of Valhala, as well as the one that connects to Midgard via the mighty Bifrost, lies the most iconic of these realms, and the most powerful nation on the planet:

Asgard, home of the gods.

And Natasha's target.

She waits until she gets closer to the golden city before opening her parachute, admiring the visual delight this place is. Buildings radiate greatness while towering over the mountainous neighbours, with a mixture of what s clearly technology guarded by what appears to be magic. As she approaches, the initial defence of this land take position, as gods of many kind watch as the single invader approaches.

Once she lands, she holds up her hands in peace, hoping they'll be peaceful. After all, she's not exactly got any advantage here. A single one of them is more powerful than any human weapon of war, and she's got a whole nation of them to get past.

"Identify yourself, Midguarder." The single-handed Tyr, the God of War and the lesser-known older brother of Thor, demands as he holds the blade attached to his missing arm at th Avengers' newest member.

"Natasha Romanoff, of the Avengers. I'm an ally of Thor's, I'd like to speak to Odin." She declares, turning her attention to Tyr, as he leads the army.

"Hm, Thor never mentioned you." The blond-haired Fandral notes, approaching her while looking her over. "He mentioned one female ally, but she did not match your description."

"I can prove it. Where is Heimdal? If I'm not mistaken, he sees and hears all, correct? He can vouch for my identity." Natasha tells them, giving Frandral a quick glance before returning to Tyr.

"Heimdal is sick right now, he fell ill this morning under mysterious circumstances." Fandral's close ally Volstagg answers.

"We believe he is poisoned." Hogun, a former Vanir and the third member of the previous two's group of adventurers, adds to this.

"Kind of coincidental timing, for you to arrive, just as the only one who can vouch for you is ill." Tyr notes, circling her. "You know, a clever fiend would have struck him first, took him out by poison, then arrived seemingly of noble intentions to visit our home. We would not be wrong to suspect thou, would we? Ally of Thor, why does he not come himself?"

"Please. Two Asgardian warriors are leading an attack against a Midguardian city. Innocent lives have been lost and I need to speak to Odin in order to find out who is responsible. Thor is trying to fight them off, I came here to get your help." Natasha tries to convince them, though they don't appear to be swayed.

"We will need to get better proof than this." Tyr announces, drawing his blade once more. "But for now, you are an invader of Asgard, and you shall remain in our dungeons until we have reason to question you once more."

"If I comply, will I be granted contact with Odin? Preferably as soon as possible?" Natasha asks, getting a laugh as her answer. Fine.

Before Tyr can touch her, Natasha cracks her wrists, making two small pen-like devices pop out, to which she grips presses a button on both of them, closing her eyes as they let out a loud noise and a blinding light.

As the gods react to the flashbang, Natasha slips out of their clutches, making her way to the shadows behind the buildings.

"Where did she go? What sorcery is this!?" Volstagg questions, swinging his axe around, trying to hit her.

"She has escaped. Find her." Tyr orders as the gods split to look for her, thankfully not spotting her clinging to one of the buildings.

So, she's trapped in a city of gods, with no map to find her target, and lacking suitable fire power to deal with them. Thank god they sent her, anyone else would be dead by now.

...

Back at the main fight, the army of Nordic beings has waned down to a lower number, but so has the Avengers. Cage was kicked a few miles away by a giant, while Tony was swatted down like a fly, while Hawkeye's been pretty badly banged up, resting by the gas station, while Wasp drags an injured Cap to their temporary shelter.

"Come on, oof, you weigh a ton." She mutters and complains while dragging him to the others, putting him down next to Hawkeye and the small child from before, as his mother, who they found, tends to some of the other injured civilians.

"Wasp!" The kid cheers when he recognizes his new favourite superhero, making the winsome Avenger smile.

"Hey little guy." She waves, letting him hug her waist.

"Is that Captain America?" He asks upon recognizing him, glancing back and forth between the two.

"Yep, and he's injured, aren't you Cap?" Jan turns to their leader, getting a nod in response. "So, I need you to keep an eye out and protect him, can you do that?"

"Yes!" The kid nods, getting a smile from Cap.

"Good, now, stay there and keep them safe." Wasp adds before turning to leave, returning to the battlefield to look for anyone else injured.

With the Nordic beings disappearing upon being defeated, likely returning to their home realm, the only ones she sees are their own. Rhodey has landed to support Tony, with the two shooting at the enemy from the ground, but around them soldiers and SHIELD agents lie scattered, unconscious and possibly dead, the thought alone being enough to make her skin crawl.

But then, she glances at the ones still up and about: Hulk, Thor, and Hank. The former two have been dealing with the two gods, but Hank, he's got the giants to take care of, which isn't exactly easy for him. Hank's not a fighter, usually his size gives him an advantage, but when his opponents are giants themselves, many of whom tower over him, he's way out of his league.

Hank doesn't give, though, even when he's hit hard in the stomach by a giant's club, winding him for a moment as another two grab his arms, trying to hold him back while another draws a frozen blade. Hank manages to kick the blade from his hand and hit them in the face, before swinging his other foot to hit them. Using his faulty in-built jetpack, he flies u a bit, allowing him to flip over the two giants and get one of his hands free. However, by the time he punches one, the other hits him harder, cracking his helmet before headbutting him while he's stunned. Another punch to the gut and a knee to chest, followed by repeating the last move on his face, and Hank falls back, his Pym Particle dispenser breaking and shrinking him back down to human size.

"Hank!" Was yells, flies to him as the giants get ready to crush his small body under their foot. Luckily, she gets to him in time, pulling him out from the way of the giant's boot, getting some distance from the giants. "Hank? You OK?"

"Not, not really no." Hank cringes, trying to give her a smile. "My suit's broken, I can't grow or shrink, can barely contact any ants, I think I'm out of it...Jan! Look out!"

The two roll to the side, dodging another stamp from the giants, who seem to be enjoying playing with them.

"Come on, we need to move." Jan helps him up, the two of them darting off to escape their attacks. "The others are all either busy or out of it, how do we fight them?"

"Well, just short of cloning Thor or making Cap grow, no idea." Hank shrugs, struggling to keep up as Jan glances back, thinking for a moment.

"Hey, my suit can change size, how much can I do with it?" Jan asks, moving him behind a large rock. "Can, can I grow too?"

"Uh, theoretically you can, but you won't be able to fly at that height and your stingers may become too powerful and-"

Before Hank can finish, however, a giant catches up and tries to stand on them, though instead of running, Jan fiddles with the belt on her suit, making her grow to their size, catching their foot and shoving them back.

Briefly distracting everyone, Wasp looks around her, not used to this height. Either way, she's got five giants to deal with, she can't fly or use her stingers, and at most she's got a few basic self-defense moves in her arsenal.

So, with a smirk, she strikes a fighting position. "Bring it on, big guys, let's see what you can do."

One of the giants charge at her, but she ducks and slips right underneath them, kicking their feet to trip them up. One tries swinging an axe at her, but he misses as she dives out of the way, nearly crushing Tony.

"Sorry!" She waves awkwardly to them, then ducks a bit away as the giant swings at her again, making her kick them in the chest. As she did so, however, one tried to grab her around her waist and hold her. "Hey!" She kicked about, and in the struggle, she shrunk back down, escaping their grip, and giving her an idea.

She flies up to them in her tiny form, being almost invisible to them as she gets closer, moving fast, before returning to giant size and punching them in the face while moving twice as fast as she would otherwise be able to. With them unconscious, another giant tries to swing an axe at her, but she shrinks down, ducking the attack once more. This was going to be a lot easier.

Meanwhile, as she dealt with them, Thor and Hulk were having mixed results with the two gods.

Thor was tossed back by them, fatigued from the constant fighting, as they hit him across the face with their warhammer, hitting him harder than any blow he's ever faced, breaking the weapon and cracking the Asgardian Avenger's skull. As he struggled to stand from this attack, the one attacking him attempts to impale him with the broken shaft of his warhammer, but Hulk intervened, punching them back and away from him.

"On your feet." Hulk grunted, as the two gods recovered and charged at them, brandishing Uru swords, heading for Thor. Hulk grunts, grabbing Mjolnir and swinging at them and knocking them back in order to protect Thor, before losing the ability to hold its weight. "Up."

When Thor is still unable to rise, Hulk turns, just as the gods run him through with their swords. However, instead of collapsing, he merely gets annoyed, grabbing them and smashing the two together and shoving them back.

He draws the two swords from his own shoulders, dripping with his highly caustic blood, before swinging at the two, trying to slash at them.

"You are strong for a human." The more reserved god notes, dodging his attacks. "But you fight with just your strength. No manner, no skill, just raw power."

With a small shield, the god hits his hand, knocking the sword out of his grip and allowing the other to catch the weapon.

"You are not a warrior, you are but a beast." The more hot-headed god brandishes the sword with one hand, circling the green giant. "And no matter the size of an animal, to someone of Asgard, it is nothing, but an animal."

"Stop talking." Hulk grunts once more, dashing forward and slashing at him, missing and leaving himself open to an attack from his left. The god slices at his hand, making him drop the other sword before being hit hard from the side by the other.

Thor, slowly waking, watches as they stand over Hulk, hitting him repeatedly in his head, causing too much damage for him to deal with, until the Hulk loses consciousness, returning to the form of Bruce Banner.

"Pathetic." The hot-headed God taunts, lifting his sword up, ready to finish him off.

"No!" Thor yells, swinging Mjolnir harder than he's swung it in a while, resulting in a gale of wind powerful enough to create a deadly sandstorm that just misses Banner and the other injured. The giants, Wasp, and the two Gods are sent hurtling back, a move that fills Thor with guilt when he realizes he just endangered all of his teammates. Getting to his feet, though still barely able to stand, he looks at the two, as one of them is slowly able to pull themselves up.

"End this madness, before any more blood need be shed." Thor begs them, gripping Mjolnir as the clouds above darken, and thunder and lightning start erupting. He can't keep fighting, and if he doesn't end this soon, everyone else will die.

"Never." The standing one declares, looking down at his brother, trying to help them up. "We will not stop until we have killed you, that is our mission-"

"Fine." Thor tearfully grips Mjolnir, summoning all his strength. With no choice, for the safety of his team and the rest of the people around, he strikes them down. Even other gods can't withstand the full blunt of Mjolnir's power.

When the deed is done, all that is left is a crater nearly as large as the one they started in, with the giants laying there injured, possibly dead.

Wasp, fortunately, is able to get up, fortunate enough to have survived the sandstorm. Being the closest, she runs to Thor's side, stopping him from collapsing, while the rest of them slowly start to comprehend what they just saw.

...

About an hour later, the team has returned to their home, awaiting Widow's return. The injured have had their injuries treated, while Fury and Steve converse, being eyed by Hank and Jan.

"Hey, Pipsqueak." Clint calls, sitting next to the youngest of the team. "I take back what I said earlier, you can kick ass when you need to."

"You saying this now because you're scared I can stand on you?" Jan smirks, turning to him. "Don't worry, being big was fun, but, I much prefer being awesome and bite size."

"Good to hear, guess that means I can keep calling you pipsqueak and not worry." Clint shrugs, glancing up to see Fury and Cap talking, realizing what its about. "Listen."

"Don't. I, kinda heard about what you went through. I don't blame you for what you said." Jan cuts him off, leaning back in her seat. "Must have been hard to give up someone you love for your job."

"It kills." Clint admits, looking at his feet.

"Well, on the plus side, at least now you're an Avenger, that's something."

"I guess."

"Do, do you ever think you made the right decision?" Jan asks him, watching him as he turns to look at her briefly, then looks around, spotting Morse by Fury's side. Without an answer, he pats Wasp's side, before getting up and heading to his room.

"Wasp, Pym?" Fury calls to them, getting their attention, before he motions for them to join them.

"We've came to a decision." Cap tells them as they stand up.

"Wait, before you say anything, can I just say, I really love this job." Jan tells them. "Not just the fighting bad guys, but the helping people part, and I mean really helping people. I've never felt like I've had anything this meaningful in my life, and I love that. But, I also love Hank. This isn't some cheap fling, I mean I really love him. He's the reason I'm hear today and why I'm who I am. He's everything to me, and you can't make me chose between being an Avenger and being with him. You can't."

Fury doesn't bat an eye at this speech, merely turning to Hank. "You got anything to add?"

"Uh, no, she covered everything."

"Good, now, Cap? Your decision?"

"This morning, I would have probably cited with protocol." Cap starts. "But today, you both demonstrated why you're Avengers. Janet, you especially. I saw how you handled that kid, and how you handled those giants. And I know, you'd never have fought like that had you not been protecting Hank. Your relationship didn't compromise your mission, it's what inspired you to fulfil it. AS far as I see it, you deserve to be happy, so you're keeping your job and have permission to keep seeing each other."

"That, that's great!" Hank lights up, while Jan screams in excitement.

"Oh, thank you!" Jan yells happily, pecking Steve on the cheek, then Fury, then turning to Hank, grabbing him by his collar and pulling him down to her level so she can kiss him properly, though she soon starts fluttering up to his level anyway, but still clings to his shirt's collar.

"OK, alright, now get a room." Fury told the two, stepping back as they passionately kiss right in front of him, his reaction merely making Jan giggle.

"OK, your room?" Jan smiles, pulling away slightly. "OK, I want your pants off and you on that bed by the time anyone can say Assemble, and we're going to finish what we started!"

"No argument from me." Hank smiles back, allowing her to drag him to the room.

"That is a visual I could do without." Fury mumbles, looking around until he spots Widow entering. "Agent Romanoff. You're back?"

"I am." Natasha nods, glancing around and spotting Thor, walking to him slowly.

_She tried to avoid the Asgardians, but they found her before she could get to the castle. Fortunately a Vision Drone arrived, vouched for her identity; they knew already he was one of Thor's allies._

"Natasha, correct?" Thor asks, getting up from his seat and offering her it, though she declines.

_They took her to Odin, who was understandably confused by the news of two Gods attacking Midguard. Though this changed when she showed him the image of them._

"I was able to find out who the gods were. Your father, Odin, he recognized them. They weren't themselves."

_"They would never attack Earth. And especially not target Thor." Odin spoke in surprise, processing the news. _

"Pardon?"

_"Thor didn't recognize them himself? Its been a while but he would remember them."_

"Odin believes someone had altered their mind, brainwashed them, and likely did something to you so you wouldn't remember their faces."

"Who are they?" Thor questions, getting confused by this.

_"Their names are Modi, and Magni. Modi, and Magni THORson."_

"They were your sons." Natasha speaks, closing her eyes as Thor processes this. Slowly, the memories return, given back to him by the sadist who sent his son's at him. Dread fills his face as the realization of this hits him. The room grows silent, as does Hank's room as Jan and Hank peak out to see if they heard right.

Thor, meanwhile, collapses to his knees, dropping Mjolnir as he looks at his hands, realizing what he's done.

"I...I killed them." Thor mutters in despair, clenching his fists, while Natasha can do nothing but kneel down to comfort the only Avenger she's yet to fight alongside with. "I killed my own children."

The room becomes silent, with no one moving at all, watching as Thor rests his head against her shoulder, tears escaping his eyes.

"Sif forgive me. I killed our sons." He mumbles more, as the greatest tragedy he's ever faces hits him.

And no one can d a damn thing about it.

...

Next Time:

As the group reel in from the tragic events, and Thor tries to deal with killing his own children, Loki strikes. As the Avengers pull themselves together, they're faced with the Masters of Evil, the most skilled villains they could come across, while Captain Marvel's condition deteriorates. With no X-Men or Fantastic Four to back them up, can the Avengers defeat this opposition, or will they suffer their greatest defeat?

...

Quick reply to **Guest1012**: I'm glad you liked the story and the way everyone is characterized, I hope you keep reading. About the dialog thing, admittedly I do need to be clearer on that, so thanks for pointing it out.

Notes:

-This chapter's intended to do two things, give a valid use to all the main characters, and establish Loki as a villain. I've mentioned before I like Loki more when he's a fleshed out, sympathetic character, who doesn't really see himself as a villain. Its my headcanon that Loki truly believes he's the hero, so this chapter is going to establish that, while he may think that, he's not. This is Loki's Moral Event Horizon. He will redeem himself somewhat, though, but you can never recover from what he does in this part. Loki has, officially, became a monster.

-As well as that, I decided to give Jan and Hank some development, since I like them, have been massively under-using them, and from my plan for future chapters, will probably be under-using them for a while. At least Hank had the fact him and Tony were now in business so that gave him plot importance since that makes him important to a Tony-centric Plotline I've got planned, Jan was being left to being the adorable comic relief that gets swatted away when $&!£ hits the fan (though at least she's getting a day in the limelight eventually, placed between Bruce's limelight day, Mockingbird's limelight day, and Clint's limelight month (god, I'm turning Clint into my own personal Wolverine)), so I wanted to remind myself that Jan is awesome, and can kick serious ass when pressed. The decision to give her growing as well as shrinking came from her Marvel Adventures self, who did that primarily, and because I'm almost certain she did it in the main comics as well at some point.

-On that topic, the bit with the 'that's unhygienic' comment was originally placeholder dialog to set up the bit with the 'Wearing none/wearing nothing but', but decided to keep it, because it lampshades an interesting double standard. Notice how, in TV and likely real life, if someone's 'going commando', if it's a guy, both genders will usually react with 'ew', but if it's a girl, guys tend to react with interest. I never got that, honestly, and I figured Pym, being an expert on small bugs and such, would be aware of the hygienic reasons behind why wearing underpants is good for you, and as such would probably find it off-putting to not do so. Of course, it raises the question as to why Jan was going commando in the first place, but that's not really important.

-I assume everyone got the Firefly joke, but as I've learnt sometimes my jokes don't always make sense, _Firefly_ got cancelled after fourteen episodes, despite being a critical darling. I just wanted an awkward moment where Thor finds out a favourite show was cancelled and no one told him.

-I made a couple of nerd jokes here, including the above. Admittedly, it might be weird that so many of them watch/read these respective genres, but I operate on the assumption that all the characters I write are nerds. Rhodey, Tony, Thor to a small extent, Janet's a closet nerd (as in the kind who doesn't look and act like one, and maybe makes jokes about other people's nerdiness, but deep down she enjoyed some nerdy genre, even if its just one scifi film), Hank, Clint's a budding nerd (as in the guy who never had any interest, but as he spends time with nerds, slowly their nerd spreads to him), everyone.

-Originally planned for more focus on Natasha's journey into Asgard. Originally, it was going to be Nat, Clint, Bobbi, Coulson, and a handful of other notable SHIELD agents who get attacked, but then I decided to cut it back to just Clint and Nat, THEN I decided that for the subplot to really work, having Clint with the rest would help so I decided to instead make it Nat and Winter Soldier, BUT, since this chapter was long enough, I decided I needed to cut out some unnecessary subplots like Bucky dealing with his issues and fighting for SHIELD and something involving Cap trying to encourage Mockingbird to join the team properly. But, since I couldn't fit it in, I had to shorten it down to how it is above.

-Speaking of such, the description of the nine realms (though, technically eight, since Earth/Midguard isn't connected to the rest) refers to them as a continent, since I imagine it as a small continent of mystery. Since I had an idea for its design before I saw Thor, I don't imagine it as a bunch of planets, but more a large floating island connected by a mass of rock that resembles a tree (IE, Yggrdrasill, the World Tree), with each realm serving as roughly a small country, about the size of England or Madagascar, with the whole place itself about the size of Australia. I will, at some point, probably draw up a map or something to get my idea down.

-Hulk briefly lifted Mjolnir. Some might have an issue with him doing so, but remember he was doing it to protect Thor, so that made him 'worthy' for a moment.

-I REALLY hope no one guessed the ending. And I also really hope you all found it tragic and heart breaking.


	10. Masters of Evil

Well, here's the next chapter. Sorry about the long-ass wait, hope you enjoy:

**M.A.S.T.E.R.S. O.F. E.V.I.L.**

Triskelion, SHIELD's large home complex, the boarding dock for the Helicarriers, and temporary holding place for recently captured superhuman prisoners.

While the Avengers and the bulk of SHIELD's forces were dealing with the events in Nevada, the resources saved for guarding this complex was at its lowest; super-powered criminals restrained by only a few spare guards. Just the perfect time for a prisoner transfer, one that was just begging to be hijacked.

Leaving the complex was a single, heavily armed and heavily armoured tanker truck, carrying twenty prisoners, all kept in small, Admantium cells, filled with suppressive gasses and rigged to release four thousand volts if their heartbeats increased too much; you can't be too careful transferring the kinds of people they deal with.

As they drive down the road, a road with traffic diverted and out of their way, they spot a man, standing ahead of their way. A man dressed in dark greens, and wearing a ridiculous looking horned helmet.

"Who is this guy?" The driver inside asks the guard next to him, watching the man ahead as he stares right at them-not the vehicle, but the guards themselves-with the hint of a mischievous smirk.

"Scanning his face now; probably just some lunatic, but it could be trouble." The other guard replies simply, pressing some keys as the driver keeps moving, not slowing in the slightest. They regularly have would-be supervillains trying to hijack their prisoner transfers, but they usually flee before the trucks hit them, and they can pick them up later and don't usually make much of a problem.

"This one's not moving." The driver adds, as the man in green continues to stand in his way. "Any ID yet?"

"No record, on any database. He's a ghost." The guard answers, a slightly agitated look on his face. "I'd call it in Archer, just to be safe."

"Right..." The driver nods, taking a small radio from the side of the dashboard, contacting SHIELD command. "This is US 1, we got a 19-83, over."

"_We hear you, US 1; advice is to keep moving, ignore him and keep driving. If he doesn't move, anything that happens is on him, over_."

"He doesn't look like he's worried-" Before US 1 could finish his sentence, the man holds his hand in the air, and the truck stops instantly, as if it crashed into an invisible wall.

The guard was killed on impact, but the driver remains breathing, his head smashed through the windshield, his arm broken, and his face dyed red with blood. He can only watch as the man, dressed like he's from some fantasy land, walked past, his smug grin still plastered across his face.

"Sorry about that." Loki's grin grew bigger, as he motioned them towards the street light. "But, the light _was_ red, after all. Rules of the road, I'm afraid. Don't worry, I'll deal with your cargo, you just rest."

"_US 1, repeat, US 1, come in. Archer, what's your status? What happened?_"

Unable to think clearly, US only watches as Loki walks past, heading to the prisoners. The doors are torn away, the systems shut off, and soon, the people he was transferring were free.

And Loki, had his army.

...

SHIELD Helicarrier, a week later.

*THUD!* *THUD!* *THUD!*

The sound echoed throughout the training area, as inside the biggest hall, Captain Danvers punched an improvised punching bag made of thick leather and filled with concrete over-and-over, with Mar-Vell holding it in place. Her speed increased, her punches got harder, and Mar-Vell put more effort into holding it in place. Eventually, one solid punch was enough to make him lose his footing, and the Kree captain found himself tossed back across the room, still holding the bag.

"Ha, you OK over there?" She asks, smiling a bit as he got up, amused at how easily she knocked him back.

"Yeah, never better." He responds, letting out a small laugh as he regained his bearings. "At least we know you can hit things hard when you want. Here, catch."

Carol held out her hand as he tossed her a small empty can, catching it with ease.

"Its empty." She notes, looking it over in her hand.

"I didn't realize 'Danvers' meant Obvious, Captain." Mar-Vell retorts, stepping towards her. "I was testing your control. You'll notice that you didn't crush the can this time; well done, you're getting better at not breaking things."

"Huh, so I didn't." Carol muses, noticing this. She didn't even realize how much control she'd gained recently over these new powers.

"How's you're flying?" Mar-Vell asks, enquiring about her other powers. With a small smirk, she tosses him back the can and, as he catches it, flies straight to the side, returning a second later, holding a new, unopened can in place.

"Getting better." She replies nonchalantly, giving the can a second to still before opening it. "Got hovering down, can fly at about...mach 2, I think is my max, and my reaction time seems to have improved so I can get through things faster. I'm pretty much turning into Superman. Do all your people do stuff like this?"

"Not all of us, our soldiers are enhanced for combat so they can channel their energy this way, and our Nega-Bands keeps our power limited, so we don't burn up all our power." He explains, holding out the shape-changing weapons on his wrists. "You might need to wear some so you don't do the same."

"Huh, so I'd be Superman, even on your planet. Awesome." She smiles a little at that thought.

"Don't get too happy with yourself; you only got that power from me, so I'm sure I could out-fly you." He retorts, an equally confident smile on his face.

"Oh yeah? Those sound like racing words." Danvers grins, drinking her drink then tossing it to him, while slowly lifting off the ground.

"Then they sound how I intended." He responds, also hovering, as well as glowing lightly, exerting some of his power. Before any nearby agent could react, the two were off, flying straight from the Helicarrier.

"First to Avengers Mansion, then to Stark Tower, then back, got it?" Carol lays out the plan as she flew, faster than any jet she's flown, dive-bombing straight to the ground. "Hey, I asked you a question, you hear me or what?"

She turns, expecting to see him right next to her, but instead, he's out of sight. She stops, instantly, turning and flying back, looking for him, looking for wherever he went, until she spotted him, falling to the water bellow, unable to sustain himself.

Without a seconds thought, she flies straight down after him, grabbing him before he could crash into the hard surface water and pulling him back up.

"Medic!" She calls, storming into the lab centre of the Helicarrier, looking for anyone to treat him.

"Jesus, Danvers, what the hell you shouting about?" Tony asks, getting up from his seat along with a few scientists, as she drags Mar-Vell into their domain.

"What does it look like? I need a doctor here, or something; Mar-Vell collapsed mid-flight." She explains, placing him on a table. Without a single wisecrack, Stark went to his side, as a few others surrounded the unconscious alien. Checking his vitals, looking for signs to tell them what's up with him, they find themselves unable to find anything based on human medical terms.

"You can help him, right?"

"He seems really sweaty...I think that's sweat, at least." Tony muses in thought, not listening to her question as he tries to check him over. Taking a small knife, he cuts away the Kree uniform he's wearing (made difficult by the Kree fibres regenerating quickly at first, but as he drifts deeper into unconsciousness, the suit stops doing that), opening it up to look him over. "Is that...normal for him?"

"What? What is it?" Carol asks, trying to look over their shoulder.

"Negative, I saw this guy when he first came here, his skin was smooth, and human like." One of the other scientists answers. "Well, he lacked nipples or a belly button and he had what seemed to be gills, but other than that, completely human looking."

"What's wrong with him?!"

"Huh...looks like, looks like its growing, see, its been spreading."

"What's been spreading!?" Carol shouts, this time getting their attention, as Tony turns to face her, letting her see the growing lesions across his abdomen.

"I'm not sure how to put it." Tony confesses, shrugging. "I'm not a medical doctor, so I can't, can't really say this with complete confidence, but, it looks a lot like-"

"Cancer." Mar-Vell speaks up, surprising them to know he's awake, making the medics step back in surprise. "It's what your people call cancer."

...

Stark Industries, office of Obidiah Stane, current CEO.

Following the death of Howard Stark, Obidiah, a close friend of the Starks, stepped in, saving the company all those years ago. Sure, their contracts got more steeper and their buyers suddenly included a lot of sketchy people, but the business took off, and has been in the safe, stable hands of a trusted friend since Howard's death.

Of course, that's just what the papers say. Off the record? Stane's a textbook narcissist and sociopath. Nothing gets in his way, be they a person, a building, an empire, a friend, nothing. He sets his sights, and he doesn't stop until he's got what he's shooting for. And he does it all, while keeping the image of a friendly, warm, Santa-like figure. And the current target? Tony's armour.

He knows its him under there; he'd recognize Stark tech anywhere. It probably wasn't a good idea, in retrospect, to freeze out the Golden boy after he came home from Afghan, but it was either that or return to a supervising role and let Tony Stark, the most irresponsible genius in the modern age, take over the company he worked so hard to take over, and he couldn't let that happen.

So, why is this all relevant? Because, as he walks into his office now, what could be his answer to all this is sitting, right in his office chair.

"Why, hello! I was afraid you wouldn't come in today." Loki greets him, his ever-present smile on his face.

"Who the hell are you and what are you doing in my office?" Is the portly businessman's first response upon seeing the Jotun Trickster sitting there.

"Straight forward then." Loki grins, getting up. "I am Loki, Loki Odinson, of Asgard."

"Right...that in Canada? You look Canadian." Stane guesses, taking his seat as Loki moves to the visitors chair.

"Not quite. More European; its closer to Norway and Sweden, and that general area. Beautiful place, really."

"Right...now, second question, answer it."

"Of course. I'm here, to make a business proposal."

"Concerning?"

"Concerning the weapons you're shipping to HYDRA."

For a split second, Stane's calm exterior fell, the man frozen in thought at this statement, as he thought heavily to himself, asking how this man could know about that, or what made him come to him about it. Blackmail? Theft? Assassination? Any are possible, but instead of panicking, he focuses himself, returning to his usual state, but not before providing Loki something to be amused by.

"Oh really?" Stane turns, cocking an eyebrow. "Which ones?"

"All of them, really. See, I recently acquired those little green men for my own purposes, and from that, its given me quite a grand view of their operations and resources; mostly, however, its let me in to which connections could use some alterations." Loki answers, casually slouching back in his chair. "Especially, the connection between you and HYDRA."

"Has it now? Please, go on, tell me what 'alterations' you had in mind." Stan rebuffs, faintly amused by the man's claims.

"Well, for starters, I have plans for HYDRA, and that's going to require a huge beefing to their weapon stock. And to put it bluntly, you're not giving them enough toys to use."

"You want more weapons?" Stane questions.

"Yes, yes I do. I need you to double, no, sorry, triple the weapon stock you're providing to HYDRA, as well as provide us with bigger toys to back them up." Loki explains, turning back to Stane.

"And what exactly do I get out of this?" Stane retorts, turning away from him as he rolls his eyes at his request.

"Oh, how about...the smouldering corpse of Tony Stark, delivered right to your feet, and his armour handed over, ready to take apart and put back together however you wish?"

As Loki's grin grew bigger, Stane stopped, almost immediately after he finished talking.

"You could do that?" He asks, now without his usual collected face.

"What do you think I need the weapons for?" Loki responds with a small shrug. "Give me your full armoury, and you'll have one less obstacle, and one more golden egg."

"Hm, alright, if you can do this, I'll give you the weapons. But, how exactly do I know I can trust you?" Stane adds, making Loki rise up out of his seat, and flashing one last, devious smile.

"Because, you've never met me before; not knowing me makes trusting me far easier. Trust me."

...

Medical bay, Carol sat by Mar-Vell's bedside, waiting to hear what they had to say on his condition. In front of her stood Tony, as he explained the details of Mar-Vell's condition.

"...So, what they're saying is, its not unlike any cancer our doctor's have seen but...as an alien, they don't know how to treat it. You absorb radiation, so radiotherapy's not likely to have an effect, and we have no idea how chemotherapy would-"

"It wouldn't work, not in the long run." Mar-Vell interrupts, sitting up and pulling the covers away. "My biology wouldn't be adapt for your treatments, not properly."

"They could still do something, maybe your doctors, on your home could-" Carol starts, only for him to shake his head.

"Not an option. The Kree have a cure for this, but it would only work if it was only just emerging; I've waiting too long for it to be treatable, not to mention I doubt they'd treat me now."

"You can't just give up." Carol tells him, her voice raising. "They could at least do something-"

"Let me rephrase myself; there's nothing they can do that I'd _want_ them to do. I don't want any 'treatments', I don't want to sit through months of pain, on the off chance they could stop it from killing me. And, giving that you said the same thing when you were the one with this, you don't have ANY right to tell me I shouldn't do this."

"This is different, I didn't have anyone who'd care when I was sick, you do. " Carol insists, though Mar-Vell merely snickers.

"You didn't? Tell me Carol, where were you, the night we met? Where did you just leave, and who were you with? Carol, you have friends, lots of friends. This whole helicarrier is filled with people you've served with, who admire and respect you. You have a lot of people who'd care if you didn't get better. But me? My people hate me, I betrayed my entire species for this planet, and most of its population don't even know I exist. I really don't have anyone who'd care if, if I died."

"But _I_ would." Carol retorts, stubbornly, as the two start to grow silent. "What about your son? Dorrek or something; you said he was on Earth somewhere; don't you want to find him?"

"He's lived here his whole life, blissfully unaware of me; if I did find him, it wouldn't bring him any good. He, he would be better off not knowing me. I'm sorry Carol, but this is my decision." Mar-Vell insists, getting up from the bed, turning towards the door. "Please, if you respect me at all, you'll respect this."

As he turns and leaves, Carol sits there, glaring at the floor.

"I...uh, I'll try to see if I can change his mind, hopefully I can get him to listen to something." Tony tells her, awkwardly as he left the room.

"Stubborn ass." She mutters under her breath once they're gone, simultaneously both worried for her friend, and pissed at him.

Meanwhile, a few rooms away, two other people spoke, while a third stood outside waiting.

Natasha, keeping her eyes on the window on the door, watched inside, as Doctor Sampson, SHIELD's super-human therapist, took his time, treating the caged Winter Soldier. Barnes sat inside, strapped heavily by magnetic restraints, as Sampson attempted to get him to open up. Its been like this since they caught him; Natasha visits when she's not busy, Sampson tries to get Bucky to open, and he keeps his silence. His scars on his wrist fresh, they've had to increase the measures to limit what he can do, and started having to force-feed him to keep him healthy. He doesn't deserve that, or at least, that's what he tells himself.

"He's still not responding to treatment." a voice states aloud, as Steve approaches, the same sad look that haunts her face hung on his own as he sits next to her, joining her just like he does, every day. "He's not responding to anything, really."

"He doesn't have anything to say." Natasha responds, speaking up. "The KGB, the drugs they used to warp his mind, they don't just wash out because of a nostalgia burst; his programming is still there, and it'll take a lot to get rid of it."

"How did they do it?" Steve asks, turning to her. "How did they turn Bucky...how did they do this to him?"

"Every method they could." Natasha explains, watching Bucky through the glass, as he looks back, staring at her instead of listening to the doctor. "They tortured him, conditioned him, convinced him the US were corrupt and broken, even convinced him your 'death' was their doing."

Bucky continues staring, as if he knows they're talking about him.

"They used drugs to weaken his will power, took away his self-control, made him believe anything they told him and carry it out. And to make him all the more effective, they cut his head open and cut away at the bits they didn't think he'd need; took away so much, made him compulsive, and thorough." She continues, watching as Sampson continues trying to get him to speak. "They scarred his mind more than they scarred his body. Metaphorically...and physically. And without his handlers, without all the procedures they had in place, its all falling apart."

"What happens next?" Steve continues asking. "You went through this, right? You should have some idea."

"The physical damage, he'll recover from, slowly. He's operational, so to speak, but he'll retain the basic aspects they programmed into him; he's still liable to compulsion, he'll follow orders, and he'll kill anything that threatens him, at least until he's fully recovered."

"How long, how long do you think it'll be before he's back to how he used to?"

"He heals faster than normal, its part of their enhancements, so he'll take a month, hopefully, to recover his basic freewill, but he'll never be the kid he used to be. I wish I could give you good news, but by personal experience, the KGB don't let the things they break return to how they found them; you can rebuild them, but you can't fix them."

Cap just sighed a bit at this, struggling to process this, as they watch Sampson's session with him end and the doctor step out to talk to them.

"Afraid still no progress." The doctor explains to them before they can ask. "He seems to be refusing psychological help."

"He was never one for doctors." Cap muses, sighing a bit.

"I'll pick this up tomorrow, but I don't expect any progress at this rate." Sampson adds with a sympathetic shrug. "I've got more patients, but, if you want to try talking to him, he might do better with someone he knows."

Receiving a nod from Natahsa, the Doctor turns to leave as the two take one last glance at Bucky inside the room, and with him now just staring blankly at a mirror, sadly turn to leave too, until...

"Did we win, did we succeed?"

Cap stops, turning to his former partner, speaking for the first time.

"The day we died, did we stop Zemo?" Bucky repeats, turning to look at them as they slowly enter the room with him.

"Yeah, we took him down." Cap answers. "His son Helmut's picked up the family business now, but he's currently in SHIELD custody."

"Right..." Bucky nods. "So, what really happened to you? They...the KGB told me you died. What really happened?"

"Well, after you...you know, I just got worse. We were on a mission in the arctic, stopping Red Skull using some super weapon, and it all went to hell." Steve explains, sitting next to him. "They found me frozen, kept me in stasis until they could fix me up; ironically, it was HYDRA tech that ended up doing that, trying to get my blood. Been working with SHIELD ever since."

"They told me they put you down, like a dog, 'cause of what happened." Bucky responds. "I don't even know why I believed them, thinking about it; it sounds insane, but the drugs, and the surgeries, made me accept whatever bullcrap they told me."

"Don't blame yourself, this wasn't your fault." Natasha tells Bucky, sitting on the other side of him. "Don't let what they made you do destroy you, it won't make anything better."

"That's kinda hard to do." Bucky admits, sighing a bit.

"So...how...how's your friend, the archer? He...he's not dead, is he?"

"Not last I checked." Natasha answers.

"I feel like I should say I'm sorry for trying to kill him but...that's the scary thing, I not." Bucky adds, leaning back. "I, really don't feel any remorse for trying to kill him, and, and knowing that scares the hell out of me. And the worst part is a part of me is still yelling that I need to kill him, and the pretty blond with the metal sticks, and those other agents from the hospital. The drugs, the mind wipes, they made me not think about this stuff but, that's not normal, is it?"

"No...I'm afraid not." Natasha sighs, placing her hand on his shoulder.

"Listen, we're going to help you get through this." Steve tells him, snapping his fingers in front of his face to get his attention. "Hey, look at me, I promise you Buck, we're not going to give up on you; we're here for you, but, you gotta let others in; Doc Sampson knows what he's doing if you'll let him, and...and Sam Wilson, the pilot? He works helping Vet's adjust to life after service, so he can help you there."

"Look, I appreciate the support but, I don't think it'd help." Bucky admits, looking down at his hands. "I'm not the kid from Boot Camp anymore Steve...I'm broken. I can't be fixed."

"You're not broken, James." Natasha tells him, pulling him into what's almost a hug; at least by her standards of affection, anyway. "You're damaged, maybe, but you're not unfixable. I promise you that."

"We'll fix you."

...

HYDRA Island, hidden in the centre of a dead volcano, HYDRA's primary HQ sits, undisturbed.

Inside, the villains gathered by the God of Lies and Mischief sit around a table, awaiting their instruction.

Baron Strucker sits at one end, his HYDRA soldiers waiting on his command, as next to him sits Eric Williams, the Grim Reaper, and Helmut Zemo, one of HYDRA's greatest soldiers and the son of HYDRA's co-founder and former lead scientist, sat on either side.

Next to them, sits Emil Blonsky, former Russian-born Royal Marine-turned monstrosity known as the Abomination, in his human form, cracking his fingers, along with Valentin Shatalov, the Crymson Dynamo, a Russian General-turned terrorist known for his Iron Man-inspired suit of armour, and next to him Mark Scarlotti, a former Stark Industries scientist known for his whip-based weapon suit Whiplash, and his terrorist-for-hire activities.

Next to them, four seats are taken by the Wrecking Crew - Henry 'Bulldozer' Camp, Brian 'Piledriver' Calusky, Dr. Eliot 'Thunderball' Franklin, and their leader, Dirk 'Wrecker' Garthwaite- a group of former construction workers-turned anti-superhuman extremists granted the powers of Asgardian Berserkers. Besides them, sharpening a blade, sits Brock Rumlow, a psychopathic soldier of fortune codenamed Crossbones.

Away from the table, Ultron stands, plugged into a computer controlling some machinery, with robotic arms attaching microscopic prosthetics onto several small, unidentifiable creatures on a conveyer belt, improving and weaponizing the creatures. Around him, other machines connected work on installing similar upgrades into injured HYDRA agents.

"This is quite a bunch you got." Obidiah Stane notes, looking at them.

"We're taking on the Earth's mightiest heroes, its kind of a good idea to be prepared." Loki answers, standing with him.

"And you really think this is enough?" Stane questions, glancing back at him.

"I'm not one to attack giants with splinters; I've planned this, for a very long time." Loki explains to the businessman.

"You're attacking the best of the best; one of them alone is trouble, all of them at once? Your army is impressive, but..."

"I find your lack of faith disturbing." Loki retorts simply.

"Did you really just say that?"

"Yes I did; you Midguardians are a squishy people, but your stories and cinema are quite enjoyable, especially their little memorable quotes." Loki grins, before turning to walk. "Walk with me."

Shrugging, Stane follows the God of Lies, leading to the group of villains before them.

"Everyone, glad you all agreed to this, and thanks to Strucker for agreeing to host."

"You had Ultron threaten to kill everyone loyal to me, we don't really have much choice here." Strucker retorts, shining his monocle.

"Can we just get this moving?" Reaper adds, growing tired of waiting.

"Of course, now, as Mr Stane brought to my attention, as impressive as all your skills are, there's no guarantee, especially since few of you have had any success against them; in fact, some of you are barely worth mentioning, because of how unsuccessful you are."

"Yeah, keep insinuating we're pathetic; that's a smart move." Crossbones mutters, checking the sharpness of his blade.

"What I'm implying, is that there's a certain flaw in all your attacks, and its the same mistake we all make, one that I myself have made, time and time again. Let me show you." Loki steps to the side, as he summons a series of Nordic pieces of artwork, displaying some kind of story.

"The hell is this?" Wrecker questions, looking at it.

"This is the story, of the fall of Asgard; this is the story of how I kill everyone, but die trying." Loki answers cryptically, leading him around the story. "This is the story of Ragnarok."

"Loki, the trickster, punished once more for his behaviour, lays trapped, bounded to rocks as a serpent dripped its venom into his eyes." Loki explains, showing the image of himself, bound and tortured by a large snake, before another showing him break free. "Loki, the loyal, driven mad with rage, escapes his confinement, and swears to punish the Aesir for their treatment, to replace their mead with malice, and their golden city with shiny ruins."

Loki continues, leading to the image of himself standing before an army of giants, monsters and creatures, and another of these same creatures attacking Asgard, himself fighting the Bifrost guardian Heimdal.

"Loki, the vengeful, gathers the enemies of Asgard, and leads them against the gods inside. Loki, the mad, targets their gatekeeper, knowing he stood no chance to survive." He shows another two, first showing him and Heimdal killing one another, and one more showing his death as the city burns around him. "Loki, the determined, takes Heimdal with him. Loki, the martyr, lets the city burn around him, until..."

Finally, Loki leads them the final image, of the survivors of Ragnarok, reviving the world, and finally to a one eyed man finding an infant in a cot made of ice.

"The clock turns back, the cycle starts again, right from the beginning, right to Loki, the Infant, destined for horrible things. The story goes on, and on, and each time its told he becomes more of the villain, as details are added and removed. In truth, I was probably a sweet child when I was young, but I was not made for Asgard; they didn't want me, and really, I didn't want them. The only one who truly, really embraced me was my dear brother Thor."

"Then why do you want him dead?" Strucker asks, finally speaking up.

"Because he stopped. He let them condemn me to endless torment and never acted on stopping it. I expected hatred from the others, but him, that was betrayal." Loki responds, turning to him, a glimmer of insanity in his eyes as he does. "You know why I died, in this story, and all other tellings?"

"Because you picked out someone you couldn't take?" Blonksy questions.

"Not just me, everyone. We attacked Asgard head on, threw everything at everything they had." Loki explains, striking some interest. "My mistake, our mistake, is we always attack head on, trying to take them on with their allies; Thor in particular, his best strength is when he's with his friends. Together, they are Earth's Mightiest Heroes, and are at their strongest like this, but individually, they are just heroes, and heroes die all the time."

"So...Divide and conquer?" Strucker asks, processing the plan.

"Exactly." Loki claps his hands, making folders appear before each of them. "You'll notice that in front of you are the specifics, but the plan is to attack them while they're separated, keep them from being able to unite together. Keep them, from fighting together. And, to do that, I need you. You are all, talented, in your own way. You're experts at villainy, agents of chaos...

"You are Masters, Masters of Evil, and together, you might stand a chance killing them all."

...

Next time-

With Loki's team set and the Avengers and their allies divided and without support, the Avengers must fight off their greatest threat so far. Not everything will be OK, and not everyone will survive, and the Avengers will never be the same again (and I super totally mean that).

...

-Originally this was going to be longer, with much more action, but I had to split the chapter into two as it was getting too long, so I had to cut it; this chapter gets the set up parts and gets to be development, but the next part will be the real confrontation between the two groups.

-As obscure the reference, the truck driver in the beginning is intended as a reference to US-1, an old Marvel character mostly known for Linkara's reviews of some of his issues. I thought it'd be a fun joke to have him in, though I realized its unintentionally mean spirited that Loki nearly kills him like that.

-I wish I built up Stane a bit more; I was planning to save dealing with him for its own huge arc, but I decided to move that forward more, so I had to push him here.

-Similarly, I wish I built up each of the villains more, especially the ones who were only just introduced, but I didn't really have time for that. I also wanted to include the Ferris Twins and Wonder Man, but figured it'd be best to leave the latter out to avoid over-complicating things.


End file.
